HomeMy WebLinkAboutAgenda - 12-11-2008 - 3aORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: December 11, 2008
Action Agenda
Item No. 3-q
SUBJECT: UNC/Orange County Landfill Gas Recovery Agreement
DEPARTMENT: Solid Waste Management PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
(Under Separate Cover)
Public Information Meeting Presentation
Pro forma
Proposed Agreement
INFORMATION CONTACT:
Gwen Harvey - 245-2307
Gayle Wilson - 968-2885
Brian Ferrell - 732-2196
PURPOSE:
To present for BOCC review and comment the proposed agreement for the joint UNC/Orange
County Landfill Gas Recovery Project
BACKGROUND:
In January 2008 the BOCC authorized entering into an Memorandum of Understanding (MOU)
with -the University of North Carolina at Chapel Hill to ensure due diligence and anticipate
effective implementation of a landfill gas recovery project. On April 15, 2008 the BOCC received.
a project update and request to proceed, and authorized County staff to move forward with the
development of a proposed final contract with UNC. The law firm of Alston & Bird, LLP, and
Attorney David M. Meezan, and his associate, Timothy Wang, were retained by the BOCC in
June 2008 to assist the County with the final negotiation and drafting of an agreement.
County and UNC representatives have used the ensuring period over a series of strategy
sessions to define and make determinations on a large number of highly complex details
pertaining to project development, ownership, operations, maintenance, financing, and
compensation. Both parties are now prepared to present the outcome of their negotiations to
date to the BOCC for its review and comment. It is our understanding the UNC administration
remains committed to project implementation and in full support of the contents of the proposed
agreement.
A two-part presentation is planned to occur on December 11, 2008. First, John Masson, with
the UNC team, will provide a PowerPoint presentation on the joint landfill gas recovery project
as was provided at the Public Information Meeting held on October 13, 2008. Second, Attorney
Meezan will _provide an_ overview. and respond to questions concerning the actual terms and
conditions of the proposed agreement.
2
Under the proposed agreement the County will grant UNC the rights to the landfill gas ("LFG")
generated at the Eubanks Road Landfill. UNC will construct a system to collect, transport, and
combust such LFG, initially through flaring and then through electricity generation. In exchange
for the LFG rights, UNC will make monthly payments to the County for a percentage of the
heating energy value of LFG that UNC has flared and used to generate electricity. UNC is
responsible for all costs and operating responsibilities associated with the LFG Project.
Ke Ty erms
. Rights Granted UNC: The County grants UNC the rights to the LFG generated by the
Landfill during the Agreement's Term along with a license to access the Landfill and
easements across County-owned properties to construct the pipeline used to transport
the LFG to UNC.
. Condition Precedent: The obligations of UNC to perform its obligations under the
proposed agreement are subject to the County granting various easements and rights-of-
way set forth in Exhibit C: These easements granting access and use of portions of the
landfill and other County property are necessary to the development, construction, and
operations of the project, including the design and permit process. County and UNC
representatives are working to jointly review and prepare .the technical documents for
prompt BOCC approval and execution.
. Operating Responsibilities: UNC is solely responsible for constructing, operating,
maintaining, and repairing the LFG Project, including all associated costs and legal
compliance obligations. The County is solely responsible for operating and maintaining
the Landfill, exclusive of the LFG Project, including all associated costs and legal
compliance obligations. The Agreement also provides the Landfill's operations take
precedence over the LFG Project's operations.
. Commercial Terms: UNC will make monthly payments to the County calculated on .the
heating energy content of LFG delivered to UNC multiplied by an index price for natural
gas that is capped at $9.00 per MMBtu (inflation adjusted on a compound basis at 2%
per year). The commercial terms rest on an economic analysis resulting in an equal
sharing of project value between the County and UNC. during the Term of the
Agreement.
For LFG combusted through flaring, UNC pays the County 5.3% of the LFG's
heating energy content multiplied by the natural gas price.
For LFG combusted through energy conversion, UNC pays the County 16.6% of
the LFG's heating energy content multiplied by the natural gas price.
These percentages are subject to upward or downward adjustments should the
U.S. enact federal legislation restricting greenhouse gas emissions affecting
certain underlying economic assumptions agreed to by the parties. However, the
5.3% flare percentage cannot go lower than 2.09%or higher than 8.51 %. The
16.6% energy conversion percentage cannot go lower than 6.52% or.higher than
26.68%
The Agreement grants the County the right to obtain up to 15% of the carbon
credits generated by the LFG Projecf through a carbon credit-exchange
mechanism.
The County's payments also may be adjusted to account for changes in
methane's global warming potential and UNC's generation of renewable energy
credits.
Term: Twenty years with two five-year renewal terms exercisable at UNC's option. If
both options are exercised, the Agreement will run for thirty years.
Termination Milestones: The Agreement calls for the University to make interim payments at
precise calculations (10. 95% of heating energy content multiplied by natural gas price) to the
County if the Engine Start Up Date has not occurred within 35 months of the Effective Date; and
adjusts upward (16.6 % of heating energy content multiplied by natural gas price) if the Engine
Start Up Date has not occurred beyond 60 months. The County also retains the right to
terminate the agreement entirely if the University fails to complete the Landfill Gas Collection
System within 5 years of the Closing Date. University and County representatives will participate
in monthly progress meetings to ensure good faith and full cooperation in meeting and/or
exceeding milestones. The "Closing Date" is when the County executes the agreement; the
"Effective Date" is when the County legally grants the easements needed.
Dispute Resolution: All disputes, except those requiring immediate injunctive relief, are
submitted to an escalating negotiation and non-binding mediation process. If such
efforts are unsuccessful, either party may resort to litigation.
The University has expressed a primary interest through this joint project of achieving carbon
neutrality at the Carolina North Campus, and significantly reducing the carbon footprint of the
entire UNC-Chapel Hill system. The use of landfill gas as an alternative fuel for both thermal
and electric energy production is an important component of achieving this goal. Orange
County is committed to environmental and energy needs and concerns of its residents, and
taking a leadership role among local governments with respect to climate change.
FINANCIAL IMPACT: There will be no financial impact related to receiving the project
negotiations update, however, if and/or when a final agreement is presented to the BOCC for
approval there will be income generated to the Solid Waste Enterprise Fund for the period of
the agreement that could range from $115,000 to $140,000 annually with the potential for an
additional $3,500 to $40,000 annually from the sale of renewable energy credits. The actual
income will be variable and based on landfill methane output, natural gas price fluctuations,
federal greenhouse gas policy and other economic externalities.
RECOMMENDATION(S): The Manager recommends the Board receive the presentation on
the proposed UNC/Orange County Landfill Gas Recovery Agreement and provide any direction
and feedback to County staff on finalizing the agreement for BOCC consideration at its meeting
on January 22, 2009.
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November 20, 2008
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between
® l~GE C® TY, N®1Z'TI3 C.~R®I.Il~T,AL
and
'T RSI'TY ®F I~TOR'I'II C ®I,INt~, A'T C PEI, I.
1)~ted as ®f I)eeeinber _, 200
23
{00018638.DOC 16}
24
TABLE OF COI~TTENTS
ARTICLE I Definitions .................................................................................................................. 5
ARTICLE II Respective Rights and Obligations of the Parties ................................................... 12
A. Rights Granted to University ................................................................................ 12
.tY P g P - ~ty ..................................................................
B. Umversi 's O eratin Res onsibih 14
C. The County's Operating Responsibilities .............................................................18
........................... _ ..~..a~ ................................................. 20
D. Operating Protocols
,,.,..
.....
ARTICLE III Permitting and Construction of Facili#~e's .........~ ................................................. 21
~'~~,. ~'
~ ..~
ARTICLE IV Representations of the Parties........... ~,, ...how ........................................ 22
.;~~r
............................................. 22
A. The University's Representations .................:~. '::...
~~ ..................................... 23
B. The County's Representations .............................. -~
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C. Disclaimer of Warranties ..........................................:........................................... 24
ARTICLE V Liability. ,~~'-~~-n~ ...............................
....,_.
4 R
_ir'f
~. ~ ~ ~ ........................................................................................... 25
ARTICLE VI Term~~ari'~ ;~~~rminatl
,,
A. Termination ' ' r ~ ~ t.li~ ~~ ver_:~ty ............................................................
,,[[ ~w.~ .......27
~j~~':. .]..
B. Miscellaneous Teri~iiiation Events ....................................................................... 27
C. Termination Rights of lie County ........................................................................ 28
D. Rights Upon Termination or Expiration ............................................................... 29
ARTICLE VII Purchase and Sale of LFG .................................................................................... 31
A. The University's Purchase Obligations ....................................................:........... 31
B. Payments to the County ........................................................................................ 32
C. Payment for Gas Flared ........................................................................................ 32
D. Payment for Gas Converted to Energy ................................................................. 33
E. Adjustments to County Payments ......................................................................... 34
{00018638.DOC 16} i
25
F. Billiug ................................................................................................................... 41
ARTICLE VIII Respective Effective Dates of the Uzuversity's Obligations Under this
Agreement ......................................................................................................................... 42
ARTICLE IX Landfill Gas Delivery ............................................................................................ 42
ARTICLE X Insurance and Taxes ................................................................................................ 44
.~~. ............................... 45
ARTICLE XI Dispute Resolution ...........................................................~ : _„ .x,,
~'' ;
ARTICLE XII Force Majeure .......................................................~:---~='.,:...................................... 48
-~ ~~°~
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ARTICLE XIII Miscellaneous ................................................ ~~ .......~:~`~~ .........................
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{00018638.DOC 16}
26
LANDFILL GAS AGREEMENT
This Agreement is entered into as of December _, 2008 (the "Closing Date"), between
Orange County, North Carolina. (the "Coon ") and the University of North Carolina at Chapel
Hill (the "University"). The County and the University are sometimes hereinafter referred to
individually as "Party" and collectively as "Parties."
RECITALS
WHEREAS, the University is the flagship public research university of the State of
North Carolina located in Chapel Hill, North
W~REAS, the University desires, in furfl'q~~nce of i):spUniversi Sustainabili Polic
.~ ~:~.. ;~ ~. ~~. ty ty Y
and the sustainability objectives associated with the pro `pY+~s~,~i~Carolina North Campus, to pursue
~~ ,
and implement projects in cooperation with community partn~ :~,_:,hhat preserve natural resources,
;~ ~'
conserve energy, reduce hazardous emissions, and lessen overall env ~~nmental impacts;
BVHEREAS, the GQUrlty~.,as a good steward of the environment and a leader in the growth,
~~'`'' ~,
~r~~
development, and sustain~bllity of`thehcommunity, desires to partner with the University in its efforts
~u~ {i4 ~ jy
to meet the goals of the University , wuslainal-lllty Pol'cy and its other sustainability efforts;
~* ti~a~?,t4 f Wes, ~
WHEREAS, the Unive~isityhas determined that to help achieve these objectives it will work
cooperatively with the County to
gas from the Orange County Landfill, and to convert
that gas into energy to supply power and heat for the University's Carolina North Campus while at
the same time removing significant quantities of greenhouse gases from the atmosphere;
WHEREAS, the County desires, in furtherance of the health and well-being of its citizens
and the fiscal soundness of the. County, to enter into this Agreement with the University to make
beneficial use of Landfill resources and to generate revenue for the County from the sale of LFG;
WHEREAS, the County owns and operates the Orange County Landfill (NC Solid
Waste Parcel 68-O1) located on the north and south side of Eubanks Road, approximately 1.3
3
{00018638.DOC 16}
27
miles to the west of the Highway 86 exit from Interstate 40, and approximately five (5) miles
north of Chapel Hill, at 1514 Eubanks Road, Chapel Hill, North Carolina, which consists of two
land disposal areas, a "North" closed unit comprising about fifty (50) acres (the "North
Landfill"), and a "South" operating unit comprising approximately twenty-five (25) acres and
operated in four phases (the "South Landfill"). The South Landfill is currently operating in
Phase 4 and is expected to reach capacity in the Spring of 2011;
W~REAS, waste acceptance records indicate that the North Landfill received about
h
;~~-~.
1.2 million tons of waste during its operating period "`om 19'72 to June 1995. The capacity of
~`? `l;
`~
Y4-'~ ~ `G'-tie
the South Landfill is approximately 920,000 tons;` -ti
,_~.:~
Wk~REAS, Landfill Gas (as defined below), coir~sLing principally of.methane, carbon
~"+.
dioxide, nitrogen and traces of other constituent ases, is ~~ +°elated as a b - roduct of the
g ~?,~~;,, w Y P
decomposition of waste in the Landfill;
VP~I2EAS, subj,a~e~terms and conditions set forth in this Agreement, the County
`~ ~ ,~
desires to grant to ~e~=t~~n~~~crsit<~ ~e exclusive right to design, develop, install and operate the
.~ ~.
LFG Project (as defined b``e~,« j~tu pus~~tah~1 dfill gas (and in particular, methane) and to
~"~
convert LFG into one or more 'f s'ij~Yt of energy, thereby reducing associated greenhouse gas
w~G~~.
~~?i}
emissions from the Landfill, while atte same time generating power from a renewable energy
source;
WHEREAS, subject to the terms and conditions set forth in this Agreement, the
University desires to have the exclusive right to design, develop, install, and operate the LFG
Project, and to collect, extract, and remove LFG from the Landfill, and either to destroy such gas
or to convert all or any portion of it into energy to supply part of the University's energy needs at
its Carolina North Campus, or for any other lawful purpose; and
4
{00018638.DOC 16}
28
WIIEREAS, The County and the University desire to cooperate in the design,
installation, and operation of the LFG Project because of the project's environmental, public, and
economic benefits.
NOW, T]~EREFORE, in consideration of the mutual agreements, representations,
warranties, and covenants contained in this Agreement, and o~:ier good and valuable
~;.,~.
consideration, the recei t of which is hereb acknowled ed, the P„_y~ es hereb a ee as follows:
p Y g _ ~_,~_ ~, Y ~'
ARTICLE I `~ "~~ .
.ti
l2EF'INITIONS
~_ 4
1. Adjusted BTU Equivalent Price means (a) in 2010, $9.00 per '-5,,~ ' tu, and (b)
each calendar year during the Term of the Agreement thereafter, $9.00 per MMBtu as adjusted
upward on an annual, compounding basi
Prices are set forth on ExhibitA to this
2. Approvals shall mean the
o percent (2%). The Adjusted BTU Equivalent
nt
q~Y
Projectermits, easements, rights-of--way,
consents, authorizations and other approvals that~may~be necessary for the University to install,
construct, operate, maintain and repair the LFG Prciject.
_-q,.~~,~T ~~~w -
Avera~~r~:' ._~.~owance Market Price means the average monthly market price in
U.S`~ ollrs~,as determine .b.. the methodolo established by the Carbon Price Consultant in
j~_~., gr'
accordance w~i#h~I?araaraph 1 ~i`-13 of this Agreement, attributed to one Emission Allowance created
~~»~~ ,~°
under federal legis~~'~ioxt,~-fihe United States enacting aCap-and-Trade System to regulate GHG
emissions.
4. BTU shall mean British Thermal Unit.
5. BTU Equivalent Price shall be determined monthly in advance as the Transco,
zone 3 Pricing Point "midpoint" settlement price for natural gas published in the report named
"Monthly Gas Price Assessments -Inside FERC" published by McGraw Hill Company. The
5
{ooors6ss.noc r6}
29
underlying data set is "Monthly Gas Price Assessments -Inside FERC". The value for
September 2008 was $8.45 per million Btu.
6. Cap-and-Trade System means a system that (i) establishes a total cap on GHG
emissions from an identified group of GHG. emitters; (ii) establishes a market for Emission
Allowances; and (iii) allows trading of Emission .Allowances among GHG emitters.
7. Carbon Credit means any contractual, equitable or statutory legal right, interest,
credit, offset, entitlement, benefit, allowance or certificate evidencing a reduction from the
~.
environment of one metric ton of carbon dioxide or
local Governmental Authority pursuant to
for reductions of GHG emissions, or (ii) an
recognized standards for establishing emissions reduction
verified by (i) a federal, state, or
a regulatory market
third-party utilizing nationally-
with non-regulated,
voluntary projects or activities. .~~'
~t..:~
~. Carbon P,~i~ ~ uitant means an independent, qualified nationally-recognize
,~~,k. o
.,~
consulting firm wi 'n~f cant ~~perience iu the regulated carbon markets established in the
~,.,.
United States under feder~le ' ~ja '` ,,~~.ac ' ,y_ ~ a Cap-and-Trade System and the price o
~ ~~ ~~~:
~~
Emission Allowances in such marl~e~t~,
9. C02e means carbo `' , oxide equivalent, or the base reference for the
~'"
determination of Global Warming Potential of Greenhouse Gases of a similar amount of carbon
dioxide.
10. Conversion M11~TU HHV has the meaning set forth in Paragraph 119 of this
Agreement.
11. Conversion Payment has the meaning set forth in Paragraph 118 of this
Agreement.
6
{00018638.DOC 16}
30
12. Conversion Percentage means sixteen and six-tenths percent (16.6%).
13. Delivery Point shall mean the location at which the ownership, possession and
control of the Landfill Gas is transferred from the County to the University. For purposes of this
of this Agreement, the Delivery Point shall be the blower discharge point on the Landfill
Property as shown on Exhibit B.
14. Closing Date has the meaning given in the preamble.
15. Effective Date shall mean the date the easements listed on Exhibit C are legally
anted to the University by the County. In the evr °tasements listed on Exhibit C are
granted on different dates, the date the last easemen~~;santedl be the Effective Date.
~'~~~'~-- ~F.
16. Emission Allowance shall mean an authaatlon Issued by a Governmental
.1 ~syi7a4
S' q~
I'%:'~Si
Authority to emit one metric ton of C02e. ~ ~'
7~:k
~~~ ~~k~
17. Engine Start-up Date shall be the date whe~~'~the engine located at the
,~~,_
University's Carolina d~ampus reaches steady-state conditions and commences e
~~~
conversion of Lan „ `rC'ra~ into us`~'l~e energy.
r,~;~ ...
18. Environme~ 4 ,~ .,_ e~et~~~ sh~~l ¢mea31 all credits and allowances generated by and
~,~ .
associa ,.x..~'Ywi the genera ~an, ~~~s~niction, treatment, sale or use of the Landfill Gas, including
L~ E 5~
Car ' on ~ ``e„..'ts, Emission `~Tl Uwance ;offsets, "green tags," and renewable energy credits, or
~~~~~ ~-M* 5~ ~
-, t
.x nx`, f
any other ass `S~ term that~~uay hereinafter be used to describe the environmental benefit of
~~ ~~
~ 1~~
either destroying any~,ll~int in the Landfill Gas (including methane) or using the Landfill Gas
as a source of energy.
19. Environmental Laws shall mean all Federal, state and local Laws concerning
pollution or protection of~the environment or human health, as the foregoing are enacted or in
effect, on or prior to the date hereof (including ambient air, soil, surface water, ground water,
7
{00018638.DOC 16}
31
wetlands, land or subsurface strata), including without limitation: (i) the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq.; (ii) the
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42
U.S.C. §§ 6901 et seq.; (iii) the Oil Pollution Act (33 U.S.C. §§ 2701 et seq.); (iv) the
Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.); (v) the*~mergency Planning and
_.~.~,
~.:
n he Endangered Species Act
Community Right-to-Know Act (42 U.S.C. §§ 11001 et seq.); ~~,~~~
(16 U.S.C. §§ 1531 et seq.); (vii) the Clean Air Act (42 U.S. ~~~§§ 74b~ ~~ ~`~seq.); (vii) the Federal
e `.. -,`'
Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.); (viii) the Toxic Suk~~;rces Control Act
(1S U.S.C. §§ 2601 et seq.); (ix) the Hazardous Materials Transportation Act (4y'l1_~ C. §§ 5101
et seq.); and (x) all North Carolina Laws comparable to the foregoing.
20. Extension Period has the
21. Fair Market Value has the
22. Flare Percentage means five
23. Flare MMBTU ~V has the
ing set forth in Paragraph 98.
in Paragraph 111.
(5.3%).
forth in Paragraph 116.
24. . Aare Payment has the meaning set~forth in Paragraph 115.
-,.~
?~ Flare ~'it`ar~up Date shall be the date when the flare reaches steady-state
commences
26.
the corresponding
27. Force
burning of Landfill Gas.
Price means, for a year during the Term of this Agreement,
Carbon Price for such calendar year set forth in ExhibitA.
shall mean any cause or causes for delay of performance by a
Party, which are not reasonably within the control of the Party claiming Force Majeure and
which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome
including without limitation, acts of God, terrorism, acts of the public enemy, wars, blockades,
8
{00018638.DOC 16}
32
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, hurricanes,
floods, high-water washouts, arrests and restraints of governments and people, strikes, lockouts,
protests, or other industrial disturbances, civil disturbances, explosions, catastrophic events such
as breakage or accident to machinery or lines of pipe caused by an event of Force Majeure,
enactment of statutes, laws or regulations, and other acts of Governmental Authorities (excluding
acts by a Party) frustrating the purposes of this Agreement. Force Majeure shall in no event
include (i} any change in the economy or in the markets, pricing or demand for natural gas or
~~~,
LFG that affects the University's ability to use LFG, o,.;,t~e pace at which LFG or natural gas can
,'~~
be sold, or (ii) increases in the cost of constructing o~ operating ,4e LFG Project.
~~
`~
2~. Gas Conversion System shall mean an~ e~ai~pment used by the University to
,,~~
-:~~.
convert the Landfill Gas into thermal or electric energy, includtig~an engine, generator or bo er.
~r
29. Gas I+'low Meter shall mean the device(s) used tpy°measure the rate of Landfill
x~-~;, -
Gas flow, methane conten;3 ether parameters.
''~ ~-~fi
30. Gas~v~~,means arliy LFG delivered to the Delivery Point.
31. Global Wa ~ r~ ~ ~ ~ ~~ ~M for ,,ti WP means the ,estimate of the atmos heric
~ot.~~t,~~a. , ~r ,~,~'G p
warming resulting from the rele'as `~~ a unit mass of a particular Greenhouse Gas, in relation to
~ '~` la h
the warming resulting from the releasf the same amount of carbon dioxi e.
32. Governmental Authority means any federal, state, local or foreign court,
arbitrator, alternative dispute resolution body, government or political subdivision or department
thereof, or any governmental, administrative or regulatory body, commission, board, bureau,
agency or instrumentality.
33. Greenhouse Gases or GHGs means carbon dioxide, methane, nitrous oxide,
hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride
9
{00018638.DOC 16}
33
34. Higher Heating Value or HHV shall mean the amount of heat released when a
known volume of methane is burned and shall equal 1012 BTUs per cubic foot of methane at one
atmosphere pressure at 60 degrees Fahrenheit (60° F).
35. Kyoto Protocol means the protocol to the UNFCCC .adopted at the Third
Conference of the Parties to the United Nations Framework Convention on Climate Change in
Kyoto, Japan on December 11, 1997, as may be amended.
36. Landfill means, collectively, the North Landfill and the South Landfill.
37. Landfill Gds or LJFG shall mean the (and tts constituent elements) generated
from the decomposition of materials deposited i
•~_„,:
38. Landfill Permits means all licenses, per~tts, certifications, authorizations,
~:
approvals, and entitlements issued by any Governmental Author ,;~;and~relating to the operation,
s. ,,
ownership, development and/or maintenance of the Landfill, as alX~of the foregoing may, from
time to time hereafter, be amended or supplemented, including, without limitation, Municipal
Solid Waste Landfill Permit Number 68-01 issued to .the County on or about May 5, 1982, as
amended and,,~~,,~~aset~may, from time to time hereafter, be further amended or supplemented.
,,~~trlu,1~' ~_
~ Laws m~a any law (including common law), statute, .treaty, ordinance, rule,
~ Ck
re atio ~~~code, order, injunction, judicial decision, decree, reporting or licensing
~,~~
'~'~ ~ ~ ~ .
requirement or; tither legall ~bmding requirement of any Governmental Authority and shall
include, without lim;off~all Environmental Laws.
40. LFG llection System shall mean all equipment at the Landfill, including
piping, header lines, lateral lines, wells, pumps, blowers, condensate knock-out vessels, flare,
and related equipment used by the University to extract, collect, and treat Landfill Gas from the
Landfill.
10
{00018638.DOC 16}
34
41. LFG Project shall mean the LFG Collection System, the Gas Conversion
System, and the Pipeline.
42. LFG Project Permits means all licenses, permits, certifications, authorizations,
approvals, easements and entitlements issued by any Governmental Authority (including the
County) and relating to the ownership, development, construction;:. installation, operation,
r~-,:~.
_~: -.
maintenance and/or repair of the LFG Project, including, with.._~' _~ limitation, any special use
. ~~r('~ .~q}'L
permits or special use permit modifications, as all of the rregoir~., in~,y, from time to .time
~~~_..
hereafter be amended or su lemented. "~`~"'
,,
'141._ ' Y_
43. Meter Point A shall' be located on the header line that brands''to the Gas
Conversion System as shown on Exhibit B. Meter Point A shall be the point where the heating
`~,~,~
energy content of Landfill Gas delivered ~~ rt f°'~('Tas Conversion System is measured.
44. Meter Point A Methane Content h`'asl'~neaning set forth in Paragraph 119.
45. Meter Point B shall be locate' `~~~h the headure that branches to the flare as
~F~
shown on Exhibit B. Meter Point B shall be ~ e oint where the heating energy content of
Landfill Gas delivered to the flare is measured.
y,,. ~.,£r,,~i sNy_.
~'` cis'-`-~ia1.,-a~~~''i.
~.~b° Meter~P~oB Methane Content has the meaning set forth in Paragraph 116.
.~4=~~~ `
~~4MMBtu me~-one million (1,000,000) B'TIJs.
~_, _
48. -~~ thly Billing Statement has the meaning set forth In Paragraph 128.
'-~~- .;~
49. No tt~ :an, Fill has the meaning given in the Recitals.
~,,..
50. Pipeliif'e~means all pipes and equipment necessary to transport LFG from the LFG
Collection System to the Gas Conversion System. .
11
{00018638.DOC 16}
35
51. SCF means standard cubic feet, which means the amount of Landfill Gas which
occupies one cubic foot of space when the Landfill Gas is at a pressure of 14.73 psis and a
temperature of sixty degrees Fahrenheit (60° F).
52. South Landfill has the meaning given in the Recitals.
53. Terffi has the meaning set forth in Paragraph 98 and shall include any Extension
Period.
54. Waste Materials means collectively, any chemical, waste, material or substance
~~
r
that is listed or regulated under applicable Environme. ~:~ ~ ,Lava as a "waste" or as a "hazardous,"
,~~.
"special" or "toxic" substance or waste, or as a `;c ui~ininant" pollutant" or words of similar
~,~~~_-
import, including, without limitation, petroleum,
ARTICLE II
c ~-
and byproducts.
A. It$~hts (rrante;;il~,.Universaty
' ~~
~~
55. The ~o`ty hereby grants to the University the sole and exclusive right to (a)
design, develop, and cou~~t~ ,u~ c'r [ I~t~Project,~~;(U) collect, extract and remove Landfill Gas
from the Landfill; (c) produc~~gy from the Landfill Gas for the University's own use, or for
.;~~
sale to one or more third parties or thet~e'lectrical grid; (d) derive Environmental Benefits from the
treatment, destruction and use of the Landfill Gas; and (e) do, at the Landfill, consistent with the
University's obligations in Articles II and III hereunder, all things necessary to carry out (i) the
permitting, development construction, and operation of the LFG Project; (ii) the collection,
extraction, and removal of the Landfill Gas; (iii) the production of electrical or thermal energy;
and (iv) the redirection, redelivery, transport or marketing of the Landfill Gas, or any portion
thereof, to any third party. Provided, however, that the County expressly retains all rights in the
12
{00018638.DOC 16}
36
Landfill Gas necessary to operate the Landfill in accordance with the Landfill Permits and all
applicable Laws.
56. The University agrees to flare any Landfill Gas delivered to the Delivery Point
that is not transported by the University to the Gas Conversion System as follows: (i) during the
period occurring after the Flare Start-up Date and before the Engine Start-up Date; (ii) in the
event that LFG generated by the Landfill exceeds the capacity of the Gas Conversion System, as
determined by the University in accordance with good engineering practices and industry
standards; (iii) during Gas Conversion System mai
as reasonabl necess to rotect human health;~`'s`at":-';~ or
y ~Y P ~., nw w~
and (v) during the
v~~~
pendency of a force majeure event affecting the Gas Con r~~an
n ~~
~~
aces portions
~at~~
~~
e d~elopment,
~...,
operation of the LFG Project, including any ac't;j~" 'es necessary to evaluate the feasibility of the
~~
LFG Project, or the design and permitting of th;~LFG Project. The County agrees to make
~~F;:
commercially ,reasonable efforts to assist the Umversrty, whenever feasible, _in accessing any
~.
57. The University shall have ~ cnxght to use and
,~,.
~~, -~~ s 3
such other property depicted on Exhibit C~ to c ~y`
~.~. ~Y~:=O wt ~G ~
of the Landfill and
parcel o~~property notro~ed solely by the County that is necessary for the construction and
~~E~~, y~~rr
~S y. ~i ~ ~'i..*.
operatio~~~';,the LFG Pro~e~tncluding the Greene Tract.
~, ~, x
~L ~_
58. County ~~ grant the University, without additional University payment
'~ ~ ~_ t
L"
-~t~~
°' ~ ;~''~ this A eemen such easements and ri is of way through
beyond the compensa~~~~et forth na gr t, ~
~,. ~
~,
the Landfill site and ~ jer property owned solely by the County as may be necessary to drill gas
extraction wells, lay pipelines, lateral lines, header lines, and any other part of the LFG Project
infrastructure as contemplated by this Agreement, including, without limitation, the easements
and rights of away set forth on Exhibit C. The County also grants the University, without
13
ir, or associated downtime; (iv)
System.
construction, and
{00018638.DOC 16}
37
additional University payment beyond the compensation set forth in this Agreement, licenses or
other approvals to install utility lines on the Landfill and other property owned solely by the
County for the LFG Project. The obligations of the University to perform its obligations under
this Agreement are subject to the County granting the easements and rights-of--way set forth on
Exhibit C. The condition precedent set forth in the preceding sentence,.^~,~solely for the benefit of
the University and maybe waived by the University at any time ~~~sole discretion.
~" ` ' ' ,
59. In fiurtherance of the LFG Project, the Coun ~~ "ereby ~r~ti"tS~to the University,. and
its employees, contractors and agents, anon-exclusive license (the "Licens n,~~~for the following
--~-~~~.
purposes, provided that any employees, contractors, and agents shall comply wit`he health and
~=
safety plan required to be developed under Paragraph 68 hereunder:
a. the right to drill, excavaten~trer~~h
~~.-
the purpose of installing, cotrui
wells, underground pipelines,
or otherwise disturb the Landfill Property for
maintaining and replacing gas
Gas flaring mechanisms, and
associated Landfill Gas equipment'
~:;
"~'
Ft"
b. the_t'ght to travel over any access roads located on the Landfill Property and any
~, '~, ~-,
~ adjacent ro; erry owned by the County, as such roads may be relocated by the
it ~~
pry,,
County from~.e to time during the term. of this Agreement, for the purpose of
~-
upon the~~andfill Property. The University acknowledges that it does not
„"'
~~.- : `
~nv.~~ ~vnership interest in the Landfill Property, except as otherwise stated
herein,~ecause of the University's use of the Landfill Property.
B. University 's Operating Responsibility
60. Subject to Article VIII of this Agreement and except as otherwise provided
herein, the University shall operate the LFG Collection System and the Gas Conversion System
at all times during the Term of this Agreement.
14
{00018638.DOC 16}
38
61. The operation, maintenance, and repair of the LFG Project shall be the sole
responsibility and undertaken at the sole cost and expense of the University (and its contractors
and agents) and shall be performed by the University, its employees, agents and subcontractors
(i) in compliance with all LFG Project Permits and applicable Laws and (ii) in accordance with
good engineering practices and industry standards. The University assumes the risk of the
delivery conditions (including the rate of flow, vacuum and pressure of delivery), quantity and
quality of LFG.
62. The University is solely responsible
from Landfill and transfer it to the Delivery
the County's Landfill operations, and the University
sufficient vacuum to extract LFG
such "acuum shall not adversely affect
its operations of the LFG
~~. ,,
Project or install necessary equipment at its sole cost and exper~se~torrect any such adverse
,.._.
effect. Should such adverse effects arise that the Universitys unable to correct through
operational
commercially
of the conditions causing
63. The University
County in the preparation,
shall, at the County Manager's written request, take
x4 '=
to ~~p; omptly suspend the LFG operations pending the correction
commercially reasonable efforts to cooperate with the
filing of any applications or other documents as may
be necessary to perform the County's obligations under this Agreement.
64. The University shall submit for the County's prior approval (which shall not be
unreasonably withheld), all permit documentation prepared in accordance with Paragraph 82 and
all construction and design plans and specifications relating to the construction, operation, and
maintenance of the LFG Collection System prior to commencing construction. The County shall
have fifteen (15) calendar days to complete its review and approval of any such plans and
15
{00018638.DOC 16}
39
specifications. Any plans and specifications for which the County has not provided a response
within fifteen (15) calendar days shall be deemed approved. Should the County provide
comments on the initial submission of any submitted plans and specifications, it shall then have
fifteen (15) calendar days to complete the final review and approval of such revised plans and
specifications prepared by the University. Any revised plans and specifications for which the
County has not provided a response within fifteen (15) calendar days shall be deemed approved.
Should subsequent changes or modifications be made to the-plans and specifications after they
have been approved, the County shall then have seven (7) days to review and approve such
changes or modifications. Any subsequently revised plans anal specifications for which the
County has not provided a response within seven (7) days shall be deemed approved. Within a
reasonable time after completing
sixty (60) days, the University shall
for the LFG Collection System. Until the
~pf the LFG Collection System, but na longer than
~ the C,~M nt~=,all "as-built" plans and specifications
~~,~built" ply and specifications for the LFG
c~~3~'~,
th~5'Un~ersity shall keep the County informed as
Collection System are provided to the County,
to the state of..the construction of the LFG
system.
System and the location of all then-
~~`!3"~.
The Univer~,, its employees, agents and subcontractors shall minimise
disruption to l:audfill operairia~ during construction, operation, and maintenance of the LFG
_}
`.
Project. During-e~t~~;'~r~Jof this Agreement, the University, its employees, agents and
~:
subcontractors shall of unreasonably interfere with the County's operation of the Landfill,
including, but not limited to, the County's closure of portions of the Landfill and any other
requirements under the Landfill Permits or applicable Laws, and shall reasonably ensure that the
Landfill is not damaged by the University. Should such damage occur, the University shall
16
{00018638.DOC 16}
40
arrange for the repairs itself; provided, however, that the County has the right to take immediate
action to effectuate whatever repairs are necessary to the Landfill and the University shall timely
reimburse the County for the reasonable costs of any such repairs. The University shall use its
best efforts to design the LFG Collection System to minimise any incremental increase in the
County's costs of Landfill closure incurred to accommodate the LFG~Collection System. The
.~r.
. r,'.
University shall share equally (50-50) with the County the incre,,u;~uta1 increase in the County's
~~~
hit ,~
costs of Landfill closure incurred to accommodate the ~~~G Co ~'p,~on System; provided,
~~,: ~~
however, that the University shall not be obligated to pay, nor be responsible for, any costs and
•;:~~
expenses in excess of $50,000. ~~'=
~~
66. The University shall, at its own expense, prepare, maintain, and submit to the
County monthly reports on Landfill
all LFG and the methane content of such
67. Notwithstanding anything
University acknowledges that Landfill
all times durin~~he term of the Agreement, and
rates, which shall include an accounting of
Points A and B.
in ~,~' ~ ° Agreement to the contrary, the
ke~precedence over the LFG Project, and, at
bject to its terms, the County shall have the
right to -,aerate the L`~"'ci$11, and to take all actions at its own cost and expense that the County
~.~ ~
~ ~ r `~~
deems n "`, .nary or appro~;~te in connection with the operation and maintenance of the
4 ~°
Landfill, inclu~ig, actions t~i_~comply with the Landfill Permits and any applicable Laws. fihe
University further ac.~n'~n~~' edges and agrees that the primary use of the Landfill is as a sanitary
~~_ :_
landfill, and that the LFG shall be limited to production from the Landfill.
68. The University shall develop and implement a health and safety plan no less
stringent than that of the County with regard to the University's operations at the Landfill and
any work performed by its employees, contractors, or agents at the Landfill.
17
{ooois6ss.noc i6}
41
69. The County shall allow the University to dispose at the Landfill, or at a
wastewater treatment plant used for the Landfill's leachate, any Waste Materials generated by
the LFG Project, provided such disposal is allowed under the Landfill and LFG Project Permits
and applicable Laws. The University shall be responsible for any additional incremental costs
incurred by the County for disposing of any such Waste Materials, including, without limitation,
additional wastewater treatment charges or surcharges. If any Waste Materials cannot be
lawfully disposed of at the Landfill or through the County's permits, then the University shall be
~~~~..
~~.
responsible at its sole cost and expense for any n~~ ~ssary ff-site disposal of such materials
regardless of whether they are deemed a hazardo~'sui"1`afi~~riat or
~~:
C. 'The County's t)peratin~ ltesponslplllnes~,w13~
rrir
70. The County agrees to maintain the landfill over accordance with any
applicable requirements of the Landfill Permits. The County fiu-ther agrees to make
commercially reasonable ,o'~ 's fio repair cracks, fissures, erosion or other adverse conditions in
z ~r,Y,~
the Landfill that (i)~.maymatenall;~~affect the LFG Collection System's capture of Landfill Gas
~..
or (ii) cause fugitive emissi~~'`~ ~ -Uaiic~.:~l:~Gas..fro~n the Landfill.
..
'''"~..~
71. The County steal `b~eA~ esponsible for complying with the Landfill Permits and all
~_~~~.
Laws applicable to the operation andiaintenance of the Landfill, including, but not limited to,
applicable provisions of the Operational Requirements for MSWLF Facilities, 15A NCAC
13B.1626.
72. The County shall make commercially reasonable efforts to develop and operate
the Landfill to enhance the production of Landfill Gas; provided, however, that nothing in this
Agreement shall obligate the County to incur any costs or expenses to enhance the production of
Landfill Gas or to take any action inconsistent with the terms and conditions of any Landfill
Permits or applicable Laws.
18
{00018638.DOC 16}
42
73. The County is not obligated to deliver the Landfill Gas at any minimum flow rate
or pressure and shall not be obligated to install or operate any of the facilities (including
compression or vacuum facilities) to deliver the Landfill Gas.
74. The County has no obligation to (i) deliver or to sell any minimum amount of
LFG to the Delivery Point; (ii) treat, process or condition the Landfill,„,~;as, maintain or increase
the pressure of Landfill Gas delivered to the Universi or iii- .„~~stall an facilities mcludin
~Tom.~
blowers or compression facilities) or, subject to Para~rapl3~._70 an~N ~_ -1, alter any landfilling
methods or practices relating to the production, collection or delivery of t~e~~ndfill Gas to the
University.
75. The County shall not interfere with the University's Landfill Gas operations,
~~,Y_.
except as such interference may be neces":.,,.: ,~tQ. comply with the Landfill Permits, by operation
~H. 4s
~1r ~
of Laws, or for the protection of the enviro~iinen\t,~h -~T ; ; - e,~alth, or safety. Each Party shall use
s~ ~~ ~,,.,. -
z~~~ ~` ~P4'':
commercially reasonable efforts to advise the trier Party f-~y in advance of any changes in the
operation, maintenance, expansion, or other
operations of the,,,~t~
,~~ _ _:
action, ~dertake
~'~ 4;.,
activities will ac
;~:.
other, such P~`'~~~a; ~ :
Yi}~ "~
:4i%n91
K~
soon as practicable,'
at the Landfill. if any
that may adversely affect the business
takes any action, refrains from taking any
change in operations, maintenance, expansion programs or other
or threaten to adversely affect the business operations of the
~~
use c„~'rimercially reasonable efforts to give notice to the other Party as
the nature of the detriment and its cause, including emergency
notice in the case of
emergency. However, in no event shall the County be required to delay
action that it deems necessary for the operation of the Landfill. If the alleged interference
continues beyond thirty (30) calendar days, then the affected Party may invoke the Dispute
Resolution procedures set out in Article XI hereunder.
19
{00018638.DOC 16}
43
76. The County shall make commercially reasonable efforts to cooperate with the
University in its preparation, execution, and filing of any applications, permit submittals,
assignments of rights, and other documents as may be necessary to allow the University perform
its obligations under this Agreement.
77. The County shall make available to the University copies of all environmental
information, reports, studies, landfill gas feasibility reports, ass,~ssments or other documents
~~~~.
,~; ,
affectin the eperation of Landfill Gas or the LFG Project < <'~the .~~:`'t, ty has prepared or that
g g ~ '~_- r~
have been prepared on the County's behalf. Such documents include~tlccsey the County is
required to submit to the North Carolina Department of Environment and Naturaal`~17.~~ources.
78. The County shall reasonably ensure that the County, its employees and
contractors do not damage the LFG ProlE~ t°-n~;disrupt the operation of the system. Should such
damage occur, the University has the righ~! ;to take ~tmm,ediate action to effectuate whatever
~;~~.
repairs are necessary to bring the LFG Projec ~~~; o fillly o~ierational condition and the County
shall timely reimburse the Umversity for the reasonable, costs of repair.
~„ -,
79. The County shall retain the sole and exclusive right, and shall have all obligations
~~ ~~~
r~~ ~~.
with re _"~d to .Lanc~fiil.~ operations and for meeting, all applicable Laws pertaining to such
k1 L
operation, ~tclusive of the ~r~~ersity's operation of the LFG Project.
D. " eratin Yrb.#ttcols
=;_i-
80. The ' __,~`agl'ee to develop and implement operating protocols for the LFG
Collection System, ~ncluding, without limitation, monitoring and reporting procedures,
communications and emergency response plans, and notification procedures.
20
{00018638.DOC 16}
44
ARTICLE ffi
PERMITTING AND CONSTRUCTION OF I'+ACILITIES
81. The installation and construction of the LFG Project shall be the sole
responsibility and be undertaken at the sole expense of the University, and shall be carried out in
compliance with the LFG Project Permits and all applicable Laws and in accordance with good
engineering practices and industry standards.
82. Except as set forth in Paragraphs 58 and 59 of this Agreement, the University
F
shall be solely responsible for securing any and all:~~ ~ pprovals, including, without limitation,
~~~
:,;
preparing all permit documentation for any Land'"~vr T FG Pr~''ect Pernuts on which the Coun
will be the ermittee. Exhibit D contains a preliminary, ,tai not exhaustive, list of Approvals
:,...._.
that the University believes it must obtain to install, construc~~:~~erate, maintain, and repair the
LFG Project. The University shall, at its own expense, apply 'for and seek to obtain all
Approvals, including thos ~~on Exhibit D unless they are not required for the LFG Project.
The University '' TM~y~,~for any~sch Approval as the owner and operator of the LFG Project,
Tai. ~-
E.+G.
~ ~ ~:~
and shall act as the "permit~e~;"~rov,.~cr'~ and,.,~.`ogerator" for such project as may be appropriate
~,ff ~ '?_,
under applicable Laws. ~~ '
3;'
83. The University recognes that it is in the Parties' mutual best economic interest
for the LFG Project to be completed expeditiously. Without limiting the generality of the
University's obligations under Article II of.this Agreement, beginning on the Closing Date, the
University shall work expeditiously and in good faith to (a) complete the LFG Collection System
within eighteen (18) months from the Closing Date, and (b) complete the Gas Conversion
System within thirty-four (34) months from the Effective Date. If the University fails to
complete the LFG Collection System within five (5) years of the Closing Date, the County shall
have the right to terminate the Agreement pursuant to Article VI. If the Engine Start-up Date
21
{00018638.DOC 16}
45
does not occur within thirty-five (35) months after the Effective Date, the Flare Percentage shall
be adjusted to equal ten and ninety-five one-hundredths percent (10.95%) for the purpose of
calculating any Flare Payment under this Agreement and shall remain at such percentage until
the occurrence of the Engine Start-up Date or five (5) years after the Effective Date. If the
Engine Start-up Date does not occur within five (5) yeazs after the N_-_~ ective Date, the Flare
{{
~~
Percentage shall be adjusted to equal sixteen and six-tenths per.: j~;y, (16.6%) for the purpose of
calculating any Flare Payment under this Agreement and sh`a11 remat~%t.~such percentage until
the occurrence of the Engine Start-up Date. Commencing thirty (30) days af~r~t~he Closing Date
.., .,.~
of this Agreement, the University shall hold monthly progress meetings to clis,uss progress
~~
toward achieving these completion dates including the status of the construction of the
components of the LFG Project. The
attend such progress meetings and the
advance written notice of the location and ti
meeting minutes .to the County following such
attendance at su~.c~~:l. meetings.
fns
r==~~,,~ ~ .~~3 ARTICLE N
~~ {;f
~t I'~9
'~' '~~~~REPRESENTATIONS OF TH
~~ ~ ~~~
x ~
A. ~e UniversitY~=s Representations
meetings regazdless of the County's
"~
84. The`~l~rz~er~,-i represents and warrants that, in entering into this Agreement, it
has relied upon its ova estimates of Landfill Gas volumes, based upon publicly available waste
disposal records and standard modeling assumptions and projections. The University further
represents that it has not relied upon Landfill Gas generation reports, drawings, and analysis
provided by the County or its consultant as an inducement for entering into this Agreement. The
County shall promptly inform the University, however, of any errors, miscalculations, or
22
ty shall invite representatives of the County to
the County with reasonable
~~.,,~ ~
-..
meet~ugs. The University shall distribute
{00018638.DOC 16}
46
omissions of which the County has knowledge, in any of the landfill reports it has prepared or
furnished to the University.
85. The University represents and warrants that it has legal authority anal right to
make and enter into the Agreement.
B. The Co~anty's Representations
.=::
.~
86. The County represents and warrants that it has ~ simple title to the Landfill
~~ - `
~~~
Property. ~r~m
`l
~~~~ .
87. The County represents and warrants that it has not ma pan assignment or
-~.
Ri f...r
:i_,~c i~l~,~,,,
agreement to sell to any party other than the University the right to extract, colt ~,cs~~use, or sell
the Landfill Gas.
88. The County represents
as Exhibit E, previously submitted to
Natural Resources and performed in
arrants that, based upon calculations attached hereto
e~Nor~li~ .(-`ar~-lina Department of Environment and
~~ ~,
rdaiG ~cvith 40 ~'~'.R. Part 60, Subpart WWW, the
~~.
Landfill is not subject to the New Source
Landfills, 40 C.F.R. Part 60, Subpart WWW
Standards for Municipal Solid Waste
("NSPS") or the Emission Guidelines and
Compliance Times for Municipal Solid Waste Landfills, 40 C.F.R. Part 60, Subpart Cc (2007)
("Emission Guidelines").
89. The County represents and warrants that it has all environmental permits,
authorizations, and approvals that are legally required to operate the Landfill, exclusive of any
permits, authorizations, and approvals that maybe necessary for the LFG Project.
90, The County represents that, in entering into this Agreement, it has relied upon its
own estimates of the economic benefits of the LFG Project and has not relied upon any economic
or financial model prepared by the University or its consultant(s) as an inducement for entering
into this Agreement. The University sha11 promptly inform the County, however, of any errors,
23
{00018638.DOC 16}
47
miscalculations, or omissions of which the University has knowledge, in any of the reports it has
prepared or furnished to the County.
91. The County represents and warrants that it has legal authority and right to make
and enter into the Agreement.
C. Disclaimer of Warranties
92. Except as specifically set forth in Subpart B of this Article III, the University
accepts the condition of the Landfill, any real property subject to an easement or right-of--way
granted by the County, and the Landfill Gas "AS IS~'!~`I~E IS, WITH ALL FAULTS," and
~YiKC~
the University acknowledges that the County ~~ ~ .#~, made end does not hereby make, and
~;~
specifically disclaims, any representations, guarantees; r~, raises, covenants, agreements or
~ ~,
warranties of any kind or nature whatsoever whether past, pi~~~entor future, oral or written,
y ._
expressed or implied, concerning the condition or quality of tl~`Landfill, any real property
subject to an easement o~:.xy? °;_ -oaf-way granted by the County, or the Landfill Gas and their
~-~~~
fitness for any party. '~i~?~se, p vie, business or activity contemplated, intended or ongoing.
,~ ~~~~
~i"~ 5
F~~ ,, LIABILITY
~f.=~ ~~~
rs~,.
h -34 a_,,~
93. The University shall r.,."'e solely responsible for the installation, construction,
operation, maintenance, and repair of the LFG Project. It shall also be responsible, with respect
to the LFG Project, for (a) the installing, constructing, operating, maintaining, and repairing the
LFG Project in compliance with all LFG Project Permits and applicable Laws; (b) responding to
any notices of violation or compliance inquiries; (c) defending any enforcement actions; (d)
resolving any claims; and (e) paying any associated penalties. The University shall also be
responsible for damages and claims caused by the University's own negligence or that of its
agents or employees.
24
{00018638.DOC 16}
48
94. The County shall be solely responsible for the operation, maintenance, closure,
and post-closure of the Landfill, exclusive of the LFG Project. The County shall also be
responsible with respect to the Landfill, exclusive of the LFG Project, for (a) operating and
closing the Landfill in compliance with all Landfill Permits and applicable Laws; (b) responding
to any notices of violation or compliance inquiries; (c) defending ati enforcement actions; (d)
resolving any claims; and (e) paying any associated penalties.
„~ `,.
95. Except to the extent caused by the negligen~peratlu~~ `~7f the LFG Collection
~, . ~
~~
System by the University (or its contractors and agents), the County shall `beolely responsible
~k
for defendin an claims relating to the off-site migration of LFG or odors; po lution, or
g y
nuisance conditions directly caused by such migration, including claims brought by a regulatory
~',_,,_
agency, neighboring residents, businesses; ~~~~hird parties.
96. In no event shall either
incidental, punitive, exemplary or indirect
or revenue, downtime costs, loss of use of
or cost of substitute equipment or
facilities, whether .arising in tort, contract or otherwise. This provision shall survive the
~....._....,,,~c"tfi ar..
expiratic>or termma~loi ct`i, this Agreement.
~~ ~. ~,
~ 9~z ''~,, Nothing In ~is'~A.greement is intended by the Parties nor shall be construed as a
waiver of an~~'~~~rereign or cutler immunity to which either Party may be entitled to the fullest
extent allowed by L
ARTICLE VI
TERM AND TERMINATION
98. The initial term of this Agreement shall commence on the Closing Date and shall
expire on December 31, 2029, or on such other date on which this Agreement is terminated in
accordance with its provisions. Upon the expiration of the initial Term, the University shall have
25
be~' "al?l`e to the other Party for consequenh ,
~'' ~ r ~..
~-~:
K" '~ ~;.
:: ~es, including; but not limited to, loss of profits
{00018638.DOC 16}
49
the right, to the exclusion of any other entity, to renew this Agreement for up to two (2)
consecutive periods of five (5) years each. (each five-year period beyond the initial 20-year
period shall be termed an "Extension Period.") At the expiration of the initial 20-year term, or an
Extension Period other than the second Extension Period, this Agreement shall be deemed
extended for an additional five-year period unless the University des written notice to the
'~
-:
County of the University's intent not to extend this Agreemen ~_:-;::r+.later than ninety (90) days
r ,, ~
.~'~
prior to the expiration of the preceding period. All provisio ';m thls tl gjre.~,ment shall continue in
'A~~
`{~~P
'445 ~~.._
effect during any extension period except as those terms may be otherc~nse~:anodified by the
°°_5
m~~,
-°_~~~'~
Parties. Before the scheduled expiration date of the second Extension Perio ;-e University
shall have the right of entering into exclusive negotiations with the County for a period of one-
. ~i ~.
hundred twenty (120) days for the purpos s o~`n,egotiating a new or revised agreement relating to
',_W ,
the LFG Project. The University shall notl~y~the (o~u;~.~ writing of the University's decision
to exercise this right
Extension Period.
99. Terminati
one 1 +e rior to =~~3ie ex iration date of the second
terminate this Agreement under this Article
VI, and except as provided in Park; ph 102, a Party must first issue the other Party a Notice of
yu, y{L"
:~.
Default in accordance with the provls~vns set forth below. The Party in receipt of such Notice of
Default shall then have the opportunity to cure the identified default within the specified cure
period. If the Party in receipt of such Notice of Default fails to cure the specified default within
the cure period, then the other Party may issue a Notice of Termination. Upon issuance, such a
Notice of Termination shall be deemed a Notice of Dispute for purposes of Article XI of this
Agreement and such Notice of Termination shall be submitted to dispute resolution in
accordance with that Article. Subject to Article XI, the termination rights provided in this
26
{00018638.DOC 16}
50
Article VI are not in lieu of, but are in addition to, any other rights and remedies either Parry may
have under the circumstances.
A. Termination ltishts of the University
100. The University may issue the County a Notice of Default if the County breaches
any of its material duties or obligations under this Agreement and such breach is material to the
University's rights and benefits under this Agreement. If the County does not cure such breach
within forty-five (45) days after the date of the Uluversiry's written Notice of Default, the
~,~~~
University may issue the County a Notice of Te ' - ti"on."~Provided, however, that if by the
~'
nature of the breach, the University agrees that ~'cutr~~~can be a~~eved, but not within forty-five
(45) days, and that after receipt of such notice the County Elias begun to effect a cure without
undue delay, then the County shall have such time as is reasona~ required to effect a cure with
'a`^;.
~~~,a~.~
~~,_,
diligent effort, but in any event not to exceed ninety (90) days fromfilie date of the written Notice
of Default from the Univer~t~`: ~ .
101. If, pa-,tc~2029,~,~ZFG generation rate falls below an average of 190 cfm over
,, ~~
a consecutive one hundre ~ ~;Geig}~t~ (1 ~,',.i~l~-day~ ~ oriod due to no fault of the University, the
University may issue the Count~a 1~"mice of Default. If the LFG generation rate does not exceed
~:,.,..
an average of 190 cfin within the ' ~;; ~ (90) day period after the date of the Notice of Default,
then the University may issue the County a Notice of Termination.
B. Miscellaneous Termination Events
102. This Agreement may be terminated by mutual agreement of the Parties. In
addition, this Agreement shall terminate (without a cure period) if (a) the University's use of
LFG as a fuel source and for flaring should become unlawful due to no-fault of the Parties; or (b)
the LFG Project Permits or authorizations expire or are revoked due to no fault of the Parties and
cannot be renewed or reinstated due to no fault of the Parties despite their best efforts, such that
27
{00018638.DOC 16}
51
the University is unable to use the LFG as a fuel source and is unable to flare the LFG for the
remainder of the Term.
C. Termination Rights of the Coun
103. The County may issue the University a Notice of Default if the University fails to
make any of the payments due hereunder in accordance with this Agreement. If the University
~,: .
k~~d~
fails to cure the payment default within forty-five (45) days after tkeQdate of the written Notice of
~~
Default, then the County may issue the University a Notice
104. 'The County may issue the University a Notice of Def`a`` ~~if the University
breaches any of its material duties or obligations under this Agreement (other that ~.~'e making of
~'
payments in accordance with this Agreement, the termination of which is covered by Paragraph
103 hereunder) and such breach is ma ,,'..n~l:T,~o the County s rights and benefits under this
~ ~~ ~h~
Agreement. If the University does not c `eti such
.tit
County's written Notice of Default, the
Termination. Provided, however, that if by the
within forty-five (45) days after the
ma ~`ssue the University a Notice of
Y ~~
the breach the County agrees that a cure
~~
can be achieved but not within forty=five (45) days, and that after receipt of such notice e
~,~ ~^"~`
~"~ ~~r
Universit~;~has begun~~tz~;effect a cure without undue delay, then the University shall have such
. '` "~. ~
times as i 5 r~ onably requir ,~to effect a cure with diligent effort, but in any event not to exceed
_<~~
~,
~~~~,.„E. ~ a~
ninety (90) d~a3~om the dt'' that the University receives written Notice of Default from the
i
H..
S t
County."
~ fl n4
the following events: if the University abandons or vacates the entire LFG Project or removes
fixtures or equipment such that neither the flare nor the Gas Conversion System can operate,
except for such removal that may be undertaken during maintenance, upkeep, or in the normal
course of business. If the University fails to cure such default within forty-five (45) days after
2$
105. The C ~ linty may issue the University a Notice of Default upon the occurrence of
{00018638.DOC 16}
52
the date of the written Notice of Default, then the County may issue the University a Notice of
Termination.
106. The County may issue the University a Notice of Default if the University
operates neither the Gas Conversion System nor the flare for a period of one hundred eighty
(180) consecutive days except (i) for a Force Majeure Event, and
Term before the Gas Conversion System and flare have
fails to re-commence continuous operation of either the
within forty-five (45) days after the date of the Notice of Default, then the
University a Notice of Termination.
]). Ri~lats 1Tnon Termination or Ez~iration
the beginning of the
If the University
System or the flare
may issue the
y _, ~.
,~.c
~~,.
107. Survival of Selected Provisions. Notwithstanding the expiration or earlier
termination of this Agreement for any reason however described, the .following terms of this
Agreement shall survive~,~,._~y,~~su~h expiration or termination: Article V, Subparts C and D of
Article VI, Article V3~,';_1'rticle X, '~~- icle XI, and Article XIII.
108. LFG Collecs~tia'3i.~~~'~`Fc~lloa ~~ g the expiration or termination of this
~,z~~:.,
Agreement, the University shalelave the right to dismantle and remove from the Landfill or
~~~,
,,
other County-owned property all or portion of the equipment comprising the LFG Collection
System. In the alternative, the University may elect to offer for sale to the County all or any
portion of the equipment comprising the LFG Collection System for its Fair Market Value. If
the University decides to dismantle and remove all or any portion of the equipment comprising
the LFG Collection System, it shall perform such removal consistent with applicable Laws and
any applicable provisions of the Landfill Permits and LFG Project Permits. The University shall
permanently seal and cap all openings for pipes or equipment left in the Landfill in accordance
with industry standards and any applicable provisions of the Landfill Permits and LFG Project
29
{00018638.DOC 16}
53
Permits. The University shall use its best efforts to prevent damage to County property during
such equipment removal process, and shall reimburse the County for the reasonable costs of
repairing any damage to the Landfill or other County property.
109. Pipeline. Following the expiration or termination of this Agreement, the
University shall remove any Landfill Gas from the Pipeline, cap the Pipeline, and take any other
actions relating to the closure of the Pipeline as may be required by applicable Laws and by any
applicable provisions of the Landfill Permits and LFG Project Permits.
.,~.
110.
Conn If the University elects to offer forC'sate~„b~the
equipment comprising the LFG Collection System, it
thirty (30) days following any expiration or termination of thi
to purchase any such equipment, such purchase shall be on an
all or any portion of the
the County in writing within
If the County elects
IS," "WHERE IS" AND
"WITH ALL FAULTS".fl~a~s i~ut free of any and all liens, for the Fair Market Value (defined
herein . If the Unix: ts~1,does no ~~'r~el not' the Coun of an election to offer for sale to the
~~. ~~~r~ y ~y ty
ate, „~~,,.
County all or any portion o`~~"~TC~e`LFCr~1.e~ctic~r~stem and the University fails to remove such
e ui ment within one hundred e~gli_-;days (180) days after the expiration or termination of this
q P ~:; ..
Agreement, then any such equipmekmaining on the County's property shall be deemed
abandoned. If such equipment is abandoned by the University after the County rejects the
University's offer of sale, then in the event the County subsequently makes productive use of
such equipment, or leases or sells such equipment, then the County shall pay the University the
Fair Market Value of such equipment.
111. Fair Market Value. In the event the University elects to offer for sale to the
County all or any portion of the equipment comprising the LFG Collection System upon the
30
{00018638.DOC 16}
54
expiration or terlrunation of this Agreement, the Parties will enter into good faith negotiations to
determine the Fair Market Value of such equipment pursuant to this Paragraph 111.
a. The term "Fait Market Value" shall mean the value which would be
obtained for the equipment comprising the LFG Collection System that is
the subject of the University's offer for sale in am,;arm's length transaction
.~~.~~
between an informed and willing buyer um er~no compulsion to buy, and
':-~~~~Y~'y,__
an informed and willing seller under n" 'ompuls~on .to sell, based upon the
,' ` ~~
use of the University's LFG Collection System as an`~'nomg enterprise in
its then current condition utilizing generally recognizeprofessional
criteria for the appraisal of industrial property used in the landfill gas
~~ ..
business. r ~~.,.
~~ ~r~~
b. If the County and the~~ ~niv rs knot agree on a Fair Market Value for
the equipment comprisin~~e LFG Collection System that is the subject of
~x
the University's offer for sale within thirty (30) Days following the
~.~~;,~
'~~fi
__ initiation of good faith nego cations, then such Fair Market Value shall be
letermined in an appraisal by an independent, qualified,
recognized appraiser of industrial property similar to the
s LFG Collection System.
ARTICLE VII
PURCHASE .AND SALE OF LFG
A. The University's Purchase Obligations
112. Subject to the terms and conditions of this Agreement, the County shall sell, and
the University shall accept and purchase, all of the LFG that is delivered to the Delivery Point.
31
{00018638.DOC 16}
55
B. Payments to the County
113. The University shall make payments to the County based on the heating energy
content of all Gas Sold. Such payments shall consist of the Flare Payment and the Conversion
Payment, as calculated in accordance with Su~arts C and D of this Article VII. Such payments
and any other payments that the University may be required to make under this Article shall be
~'.
full compensation to the County both for the heating energy co,~~t~nt of the LFG and for any
~.
Environmental Benefits resulting from the destruction of~i~iz LFGs including those benefits
,~
~" .'' ~ 3
associated with reducing greenhouse gas emissions or ~ .~b~du mg renewable' ~ a~gy.
x,.,
~~ ~ `~ f'
114. The University will make montlal3~ ca`~,h payments to the Couri~ ~ d on the
t3.H .-
heating energy content of the LFG delivered to the UmversxCv in the preceding calendar month,
,~ '",-
as determined in accordance with Subparts C and D of this Arti~~~~ VI
r'
C. Payment for Gas Flared
115. Each mon..:_„~;,~,ui~ug the Term of this Agreement, the University shall make
payments to the Cou#ya~'based on~#~~ heating energy content of the LFG that is delivered to the
~~~ x~
~µ~..
`` ~ ~ " Z
LFG flare (the "Flare Pa~m~'~}~~a~,.cnrn~.encin,.~r~upon the Flare Payment Date (as that term is
defined in Article VTII hereund~er~ aid continuing to the Conversion Payment Date (as that term
is defined in Article VIII hereunder); `~;~Td (b) for any period after the Conversion Payment Date
during which the University operates the flare.
116. The University shall continuously mornitor the LFG at Meter Points A and B, and
such LFG will be measured, retarded, and totalized on an hourly, daily and monthly basis. The
heating energy content of the LFG delivered to the flare shall be based on its measured monthly
methane content at Meter Point B. The methane content shall be measured in scf/month and shall
be equal to the product of (a) the percent methane by volume, and (b) the LFG measured in
scfJmonth at Meter Point B (the "Meter Point B Methane Content"). For purposes of
32
{00018638.DOC 16}
56
determining the Flare Payment, the total monthly heating energy content of the LFG measured at
Meter Point B (the "Flare NINIBTU ~") shall be obtained by dividing the product of (a) the
Meter Point B Methane Content, and (b) 1,012, by 1,000,000. Expressed in a formula, the Flare
MMBTU I~-IV =Meter Point B Methane Cantent x 1012 _ 1,000,000.
117. For a given month during the Term of this Agreement, the Flare Payment shall be
equal to the Flare Percentage, as such percentage may be adjusted in accordance with Subpart E
of this Article VII, multiplied by the product obtained by multiplying (i) the Flare MMBTU
..>-~
HHV for such month by (ii) the lesser of the BT[%;: Equivalent Price or the Adjusted BTU
E uivalent Price. Ex ressed in a formula, th~ $hly F ;~ Payment = (0.053) x (Flare
MMBTU Imo) x BTU Equivalent Price or Adjusted
Price, whichever is less.
A sample calculation of the Flare Payment is shown in Exhibit ~~ ~,
y
D. Payment for Gas Converted to Ener~y ~
118. Each moat '~da~g the Term of this Agreement, the University shall make
'~-~` ;;
r
payments to the Co, ~ 'based on,t} heating energy content of the LFG that is delivered to the
'~~ ~„
Gas Conversian System ~ c " ~ un~ ei~liSn~P__ ent") (a) commencing upon the Conversion
~... fir. t ~ ?uj•
Payment Date (as that term is dir ~'r~d in Article VIII hereunder); and (b) for any period during
which the University operates the Gas~~onversion System.
119. The University shall continuously monitor the LFG at Meter Points A and B, and
such LFG will be measured, recorded, and totalized on an hourly, daily and monthly basis. The
heating energy content of the LFG delivered to the Gas Conversion System shall be based on its
measured monthly methane content at Meter Point A. The methane content shall be measured in
scf/month and shall be equal to the product of (a) the percent methane by volume, and (b) the
LFG measured in scf/month at Meter Point A (the "Meter Point A Methane Content"). For
purposes of determining the Conversion Payment, the total monthly heating energy content of
33
{00018638.DOC 16}
57
the LFG measured at Meter Point A (the "Conversion MMBTU HHV") shall be obtained by
dividing the product of (a) the Meter Point A Methane Content, .and (b) 1,012, by 1,000,000.
Expressed in a formula, the .Conversion MMBTU HI-N =Meter Point A Methane Content x
1012 _ 1,000,000.
120. For a given month during the Term of this Agreement~,~the Conversion Payment
shall be equal to the product of (a) the Conversion Percentage~as such percentage may be
~_.:.. _
adjusted in accordance with Subpart E of this Article VI~.nd (6J`~~product obtained by
multiplying (i) the Conversion MMBTU HHV for such month by (il) t~i°"~ I~~ser of the BTU
E uivalent Price or the Adjusted BTU Equivalent Price. Expressed in a formula3~~~` e County's
q
monthly Conversion Payment = (.166) x (Conversion MMBTU HHV) x BTU Equivalent Price
or Adjusted BTU Equivalent Price,
Payment is shown in Exhibit F.
121. The Parties recognize that
reductions in GHG emissions and associated
is less. A sample calculation of the Conversion
:~,
~~
~~
~~..
"'~~ ations,pohcles and procedures governing
for Environmental Benefits, including
Carbon Credits and Emission Allowances, are evolving. Accordingly, the University will strive
~~
to adopt~ciost effectlve~~ra~~ices with respect to the LFG Froject to ma~rimi~e the Environmental
Benefits es~~lting from thes~rt~ject and to measure and document them in a way that meets both
~, ' ;°
the Universlt ~"~nternal cari~~o~ n reduction objectives and the County s objective to generate
~',,
economic benefits. ,~
E.
122. General. During the Term of this Agreement, the Parties acknowledge that
changes in the renewable energy marketplace and in the regulation of GHG emissions may occur
that may affect the compensation paid to the County under this Agreement. Accordingly,
pursuant to the terms and conditions hereunder, the Parties agree to make certain adjustments to
34
{00018638.DOC 16}
58
the County's payments under the following circumstances as set forth in Pazagraphs 123-126
hereunder: (a) beginning in 2015 and in each yeaz thereafter during the Term the Agreement, to
reflect certain differences that may arise between the Average Allowance Market Prices for such
yeazs and the Forecasted Cazbon Prices set forth on Exhibit A for such years (the "Emission
Allowance Price Adjustment"); (b) to reflect changes in Global Warming Potential that may
arise during the Term of the Agreement (the "GWP Adjustment"); and (c) to reflect additional
compensation that may result from the University monetizing additional or different
Environmental Benefits under this Agreement (th~Adjiistment for Other Environmental
~~~
~~ ~~
Benefits"). The Parties shall jointly retain the Ca~bc~n:~Price resultant, beginning on or about
~~
the date that the flare becomes operational, and the~P~a~.es shall shaze equally all fees and
expenses payable to the Cazbon Price Consultant. ,3='?~
123. Emission Allowance Price Adjustment. The Partie~'acknowledge that the Flare
and Conversion
Prices set forth on
to this Paragraph shall be
the Forecasted Carbon Prices
the Average Allowance Mazket Prices and
to a methodology (the "Emission Allowance
Price Methodology") developed in ~ecbrdance with the provisions of this Pazagraph by the
Carbon Price Consultant. No adjustments to the Flare Percentage or the Conversion Percentage
shall be made (i) prior to 2015, or (ii) in any month during the Term of this Agreement in which
a Cap-and-Trade System has not been enacted under federal legislation in the United States.
a. Emission Allowance Price Methodology. Not later than one hundred eighty days
(180) before the first month in which an adjustment is made under this Paragraph
123, the Parties shall direct the Carbon Price Consultant to develop a
35
been established, in part, based on the Forecasted Carbon
ustment in the Flare and Conversion Percentages pursuant
{00018638.DOC 16}
59
b.
c.
methodology meeting criteria mutually acceptable to the Parties that shall permit
the Parties to perform a comparison of the Average Allowance Market Prices and
the Forecasted Carbon Prices by reference to (i) data showing the prices at which
Emission Allowances were purchased and sold in the regulated carbon market
established in the United States under federal legislation enacting aCap-and-
Trade System, and (ii) such other information that the Carbon Price Consultant
determines is customary anal reasonable in the carbon consulting industry. The
.~_
Carbon Price Consultant shall
Allowance Price Methodology.
' agreement on the Emission
ins the Emission Allowance
...~ ~_~:
Price Methodology shall be submitted to '~1s~ute Resolution in accordance with
~,.
t~.
Article XI of this Agreement. ~~_''~ ~
,.
Flare and Conversion Payment Adjustments. Begng in 2015 and continuing
through they `auvng Term of the Agreement, in any month in which aCap-and-
TradaF~~~stem has be'~n enacted under federal legislation in the United States, the
University shy'"` ~ ~ p3~ t1~~~~,~~~`~'Allowance Price Methodology to compare the
Average Allowance~~~.~.,,,Aarket Prices and the Forecasted Carbon Prices for the
applicable month of
If there is a positive or negative difference between the Average Allowance
Market Price of an Emissions Allowance for the given month and the Forecasted
Carbon Price for such month,~the following adjustment to the Flare Percentage for
such month shall be made: The Flare Percentage shall be increased or decreased
by 0.357% for each whole dollar (rounded down to the nearest whole dollar) that
the Average Allowance Market Price for such month is either above (for
36
{00018638.DOC 16}
60
d.
increases) or below (for decreases) the Forecasted Carbon Price for such month;
provided, however that the Flare Percentage for any month shall not be adjusted
in a manner that results in the adjusted Flare Percentage equaling a percentage
greater than 8.51% or less than 2.09%. For purposes of calculating adjustments
under this Paragraph 123, the Flare Percentage shall rese~,each month to five and
~_~~,.~
three-tenths percent (5.3%). For the avoidanceo#~ambiguity and by way of
~~, `~ ~,
le onl if the Flare Percents a is ad'~i~~in J`~u~u~ry 2015 from five and
examp Y~ g ~ ~.
~~~ ~
three-tenths percent (5.3%) to six percent (6.0%}, the Flare Y.eentage shall reset
~}:~,
..vyy,` `U.r„
"~~~{.:
.~v].4~r ..
to five and three-tenths percent (5.3%) for purposes of culating any
~._
adjustments to the Flare Percentage for the month of February 2015.
`t~.. ~
.,~
,w ~ ..
If there is a positive or n ~_gati.~c 8ifference between the Average Allowance
{ ~.._ .
Market Price of an Emissions ~.,w,, o.,v~Y„~'J~e icy :, given month and the Forecasted
~~
Carbon Price for such month,'~~the following adjustment to the Conversion
Percentage for such month shall be~~";~ ade: The Conversion Percentage shall be
~~~~~ ~` ~ or decreased by 1.12% for each whole dollar (rounded down to the
~ ~T~
~~ ~- nearest whul~~dollar) that the Average Allowance Market Price for such month is
~' `~
x
~~.`~ ~~'~ither abovr~4 increases) or below (for decreases) the Forecasted Carbon Price
~:~._ C~
provided, however that the Conversion Percentage for any month
~~n ~~:~
shall n~~be adjusted in a manner that results in the adjusted Conversion
Percentage equaling a percentage greater than 26.68% or less than, 6.52%. For
purposes of calculating adjustments under this Paragraph 123, the Conversion
Percentage shall reset each month to sixteen and six-tenths percent (16.6%). For
the avoidance of ambiguity and by way of example only, if the Conversion
37
{00018638.DOC 16}
61
Percentage is adjusted in January 2015 from sixteen and six-tenths percent
(16.6%) to fourteen percent (14.0%), the Conversion Percentage shall reset to
sixteen and six-tenths percent (16.6%) for purposes of calculating any
adjustments to the Conversion Percentage for the month of February 2015.
e. The University shall reflect any adjustments to the Flare and Conversion
Percentages made under this Paragraph 123, including the underlying
calculations, in the monthly Billing Stattenent for such month issued to the
~~~
,~~,;
County under Paragraph 128 here 4.~~~.,er. A _,sa~mple calculation is provided in
Exhibit G. ~~~~ ~`{~ ~~~"'~
-,,..
124. GWP Adjustment. The commercial terms setj tort, ~ s Agreement assume a
Global Warming Potential (GWP) for methane of twenty-one (21)calculate the Environmental
Benefits that will result fr ii~~"~~G Project's destruction of methane. Payments to the County
„~ ~~~;•
will be adjusted as : ~al~h Belo ..~;, o the extent that the GWP for methane changes during the
~, f "''
'~ ' a. ,
Term of this Agreement as t~llb~s t'
~;;;~~.
a. For any month in.`fw.~;ch the GWP of methane is twenty-three (23) or greater, as
~:~
~,~ ~„
accepted under any L~~-s regulating the GHG emissions of the University, or, in
the absence of such Laws, as provided in the then-current General Reporting
Protocol for the Voluntary Reporting Program published by The Climate
Registry, then the University shall make a payment to the County in the Monthly
Billing Statement for such month equal to twenty-five percent (25%) of the
product that results from multiplying the (i) lesser of the Average Market Price of
Emissions Allowances or the Forecasted Carbon Price for such month by (ii) the
38
{00018638.DOC 16}
62
difference between the number of metric tons of CO2e destroyed by the LFG
Project calculated by reference to a GWP of twenty-three (23) or greater and the
number of metric tons of CO2e destroyed by the LFG Project calculated by
reference to a GWP of twenty-one (21). A sample calculation is provided in
Exhibit G.
b. For any month in which the GWP of methane is nineteen (19) or less, as accepted
under any Laws regulating the GHG emissions of the University, or, in the
.~.
absence of such Laws, as provided°in the` then-current General Reporting.
Protocol for the Voluntary Re~iort~r~ Progr~~rn published by The Climate
,,~~ .~
Re s then the Universi shall reduc~~~`fle payment due the County in the
Monthly Billing Statement for such month b~``~amo~mt equal to twenty-five
~~~ ~,a. ~
percent (25%) of the product that results from m~a['ltiplying (i) the lesser of the
g 111: }~anc~Market Price or the Forecasted Carbon Price for such mon
Avera e ~ w4 ~`
.~-~ ~. „
,~;, ~::
by (La> ~he~erenccbetween the number of metric tons of CO2e destroyed by the
~~~
~~~
LEG Pro~ec ulatec~. `~, ,- e , ~ to a GWP of twenty-one (21) and the number
~ ~~,,t ~„
~~~,z~ ~~z ^-«,
of metrics of ~ 9,~ ~~ destroyed by the LFG Project calculated by reference to a
~~'i`s1 ?~~ ii 6~
'~ ~~, GWP of nineteen (19}fir less. A sample calculation is provided in Exhibit G.
~. ~,, ,_ ,
~r
125 cliustments for Other Environmental Benefits The economic benefit of this
Agreement is basedi~,~'~upon the value of Carbon Credits. The Parties recognize that during
~fi~
the Term of this A ' ~eement, other Environmental Benefits may be generated through the
University's operation of the LFG Project, particularly as relate to the market for renewable
energy. The Parties further recognize that the current state of the market for such Environmental
Benefits is unsettled with respect to whether, and to what extent, other Environmental Benefits
39
{00018638.DOC 16}
63
may become available that are associated with the operation of the LFG Project. The Parties
recognize that during the Term of this Agreement, new Laws, guidance, voluntary standards or
comparable directives may be issued that clarify the respective valuation protocols for various
Environmental Benefits associated with the LFG Project.
126. In consultation with the County, the University sh,,,~on an ongoing basis,
determine if the categorization of Environmental Benefits asso~~ia~ed with the LFG Project in
~~~,
~~~ ~~:
ways other than as Carbon Credits would result in additic5 reven~c ` to,the County without
,{ J
compromising either the University's ability to derive environmental ' ~ enefit through the
G Pro ect
generation of Garbon Credits or its achievement of other objectives for thy, j ,
including in particular as it relates to the University's commitment under the .American College
,~~;~~
and University Presidents Climate Ctment. ~ Lf such alternative categorization of
t~v5, Yin
4~tA S z ~ s .~,1''I`..
Environmental Benefits would result in ~ a gr~et~ater` overall value to the University and a greater
a ent to the Coup than the Coun Auld cei e i~the Environmental Benefits were
overall p ym ty ty u~ ~,
solely categorized as Carbon Credits, and the Ur`u~ersity decides in a given month, in its sole
discretion, to monetize a portion or all of the Envi onmental Benefits in a manner other than as
~` ~q~~
Carbon,. ~rredxts, the ~;p~ersity shall pay to the County fifty percent (50 /o) of the proceeds
,~ ~ '~~~
resutm ~n such moneta~at~on net of any costs the University incurs both in monetizing the
-,..1.,~ x, ~.
}J
Environmental ~3iefits and placing Carbon Credits that would otherwise have been generated
by the operation of e*~: F.~~~TProject, if any, but for the University's decision to monetize ano er
.li
type of Environmen ''Benefit. Provided, however, that nothing in this Agreement shall obligate
the County to incur all or any portion of any costs that exceed any surplus proceeds resulting
from the monetization of any Environmental Benefits. In the event the University generates a
surplus in any month, it shall provide an accounting of the surplus revenue thus generated in the
40
{00018638.DOC 16}
64
Monthly Billing Statement and the monthly payment to the County shall be increased
accordingly. A sample calculation is provided in Exhibit G.
127. Notwithstanding anything contained herein to the contrary, the County shall have
the option, exercisable at any time and from time to time upon thirty (30) days' written notice to
the University, to purchase Carbon Credits from a third party and to exchange such Carbon
Credits, without any additional compensation, for an amount equal to up to fifteen percent (15%)
of the Carbon Credits generated by the LFG Project in a given month. The Carbon Credits
,~,
purchased from a third party for exchange must be el' '~e~on offsets under aCap-and-Trade
~~
~~'~ ~
System enacted under federal legislation in the Knit Mates, orn the absence of such a system,
~~~
must be eligible carbon offsets under the California Clhate Action Registry, the Voluntary
~:~~
.~ ,.
-~~_.,
Carbon Standard, or the rules of any regional compliance;,;,_~~k~ such as the Region
Greenhouse Gas Initiative or the Western Climate Initiative.
S~, ~~,.°
128. The f 4~'~ crsity sh ":~~z
~~~
month during the Term of il~SA '""~F
~;,~:~~,
~,~
~;~
the County on or before the fifteenth
the Conversion Payment along with
to the County (a "Monthly Billing Statement")
providing all relevant metering information and data that will clearly indicate (and will permit
the County to verify) the (i) quantity of Landfill Gas on an SCF basis delivered to the Meter
Points A and B during the preceding calendar month; (ii) the Meter Point A Methane Content
and the Meter Point B Methane Content; (iii) the Flare MMBTU I~IV and the Conversion
MMBTU HHV; (iv) the Flare Payment and the Conversion Payment; (v) any adjustments made
under Subpart E of this Article VII; and (vi) reasonably detailed calculations performed by the
University to derive all of the foregoing information.
41
the metering devices to be read on the last day of each
shall thereafter prepare and deliver to
5th) day of each subsequent month the Flare Payment and
{00018638.DOC 16}
65
ARTICLE VIII
RESPECTIVE EFFECTIVE DATES OF THE UNIVERSITY'S OBLIGATIONS UNDER TffiS
AGREEMENT
129. Construction Date - (Construction of LFG Collection System): The
University shall have no obligation to commence construction of the LFG Collection System (or
to continue construction of the LFG Collection System if construction has akeady commenced)
prior to the University's receipt of all LFG Project Permits.
130. Flare Paymient Date: The University
County thirty (30) days after the acceptance of
North Carolina State Construction Office.
131. LFG Project Date: The University shall
and the Gas Conversion System after the occurrence of the
LFG Collection System by the
construction of the Pipeline
a. The receipt of all necessary Approvals to construct the Pipeline.
b. The receipt of all necessary LFG Project Permits.
132. Conversion Payment Date: The University shall commence Conversion
Payments to~t~'`Coua~ty~thirty (30) days after the acceptance of the completed Gas Conversion
~ ~~
Svsten~v the North Carol~.~'a. State Construction Office.
~~~.~ ARTICLE IX
~~~
;~~,
~`~. ~~: LANDFILL GAS DELIVERY
133. Owners"i~"~and title of the Landfill Gas shall pass to the University at the Delivery
Point.
134. For purposes of measuring the quantity of Landfill Gas delivered to the Delivery
Point, the University shall install, at its own cost and expense, Gas Flow Meters for Meter Point
42
commence Flare Payments to the
{00018638.DOC 16}
66
A and Meter Point B with a design accuracy of not less than two percent (2%) for all parameters
measured and taking into account verification methodologies for Environmental Benefits.
135. Such Gas Flow Meters shall be owned, operated, maintained and calibrated by the
University at its sole cost and expense. The Gas Flow Meters shall be designed and operated to
provide time-synchronized data for MMBtu and to provide all other information required to be
measured pursuant to this Agreement. The University's Gas Flp:iVleters shall be sealed, with
f,.` ra*E
.f~3'
the seals broken only for the purpose of inspecting, testtt~g, repay ~ or recalibrating the
metering devices. The University shall keep its Gas Flow Meters accurate` '~~:m good working
~. ,, .
order and the University shall periodically test such metering equipment as the Uni varsity deems
~'
necessary; provided that the University shall test its metering equipment at least once every six
(6) months, but in no case less than any'testin~.,,r quirement set forth in any applicable Laws or
~ ~ ~~ ~.,
manufacturers' recommendations. In the ~ev~ent a ~~ ~ ~lqw Meters is to be tested, cleaned,
r ~'w ~
~~ j_ `4C
re aired or recalibrated, or otherwise read or rv', pected by University, the University shall
p ,~.
provide the County with five (5) days prior wrier notice of any such procedure, so that the
~~~~`'_
County may be„pzesent during any such procedure: The University shall preserve all charts, test
data and~ys'Ymilar recor
-~ F
~,t-
this Agr~`"m~nt. The
~~~~,
Meters. ~ __~~ ~~~-
;:_
136. The ~' ~dC)
times during the Terns
with the record retention provisions of Paragraph 149 of
shall have the right to install and maintain its own Gas Flow
its agents shall have the right from time to time, at reasonable
to monitor, access, and inspect the condition and use df the LFG Project
and to monitor, access, and inspect work in progress and the day-to-day operation of the LFG
Project. Any such monitoring, examinations, inspections or visits shall be conducted in a
manner so as to cause minimum interference with the University's LFG Project.
43
{00018638.DOC 16}
67
ARTICLE X
INSURANCE AND TAXES
137. At all times during the term of this Agreement, the Parties shall maintain worker's
compensation insurance, covering liability under applicable worker's compensation law, at the
statutory coverage levels.
138. Any subcontractor retained by the University in connection with the construction
of the LFG Project shall comply with the minimum insurance requirements specified by the
~;r
~~:.,.
North Carolina State Construction Office under thec~`~ln ttuctions to Bidders and General
~._,~
Conditions of the Contract" (Form OC-15). The~lfl`i~~rsity s r~~require each such construction
subcontractor to maintain such coverages for the fie ~ periods required therein. Any
r~' x
subcontractor retained by the University in connection with ~ 'nperation of the LFG Project
shall comply with the minimum insurance requirements specified inn-t:he "North Carolina General
Contract Terms and Cond~a ~,,or the "University of North Carolina at Chapel Hill General
~~ .. »
Terms and Conditi -.risKcir Co :vodities and Services, as applicable. The University steal
~ ~ .r ~ ~.
require each such operat `" ~~~ ubebt~~r.'ac~'~~r to...~inaintain such coverages for the time perio s
`" z ~' ~:
~~
u , 4rx-
required therein. g~~,~
~' K, `
~e.c'
139. No subcontracting sha~l+l~relieve any Parry of its obligations under this Agreement.
Each Parry shall remain primarily liable and obligated to the other Parry for the timely and
proper performance of all of its obligations hereunder even if such obligations are delegated to
third-party subcontractors.
140. Each Party shall be responsible for any taxes or assessments levied on any real,
personal or tangible property owned by it, inclusive of any LFG on that parry's respective side of
the Delivery Point after the Closing Date of this Agreement. .All transfer, documentary, sales,
use, stamp, registration, recording, conveyance and other similar taxes, fees or charges
44
{00018638.DOC 16}
68
(including any penalties and interest) arising from the transactions contemplated by this
Agreement shall be paid by the University when due or collected from the University by the
County in accordance with applicable Law. Half (50%) of the amount of taxes, fees or other
charges paid by the University. pursuant to the immediately preceding sentence shall be
subsequently reimbursed to the University by the County by set-off against the Flare Payments.
In accordance with applicable Law, the County will accept a certificate or other documentation
as required with respect to any claim by the University that it is exempt from the payment of any
such taxes. To the extent applicable, the University,ap"'cI the~ounty will, at their own expense,
~w ~
file .all necessary tax returns and other documentativ~ with respect to such taxes, and the Parties
~~~ ~3: ~
will cooperate to the extent necessary with. respect to such~'irlas.
A`12~Ti~'1J~;
141. General. Any dispute, controver$s~y or claim that arises out of or relates to this
t~~~,~~
Agreement (including any dispute over the exi ;.ence, validity, interpretation, pe ormance,
,u"~"~"'~ Fn_,ereo a "Des ute" shall be resolved in accordance with the procedures
breach or t~r~P ~ ( ~- )
sped ~ ~,~n~ this Artie
as set forth'ara
~,,~~
connection withr
process set forth in f
Le ;jpxior to any party initiating litigation regarding such Dispute, except
the Agreement. Each Parry shall bear its own costs incurred in
ution process under this Article. The entire dispute resolution
is a compromise negotiation. Subject to the North Carolina
Public Records Act and other applicable Laws, all offers, promises, conduct and statements,
whether oral or written, made in the course of dispute resolution by any of the Parties, their
agents, employees, experts and attorneys are confidential. Subject to the North Carolina Public
Records Act and other applicable Laws, such offers, promises, conduct and statements are
45
{00018638.DOC 16}
69
privileged under any applicable azbitration privilege, are subject to Rule 408 of the Federal Rules
of Evidence and any state counterpart rules or doctrine and are inadmissible and not discoverable
for any purpose, including impeachment, in litigation between the Parties to the litigation;
provided, however, that evidence that is otherwise admissible or discoverable shall not be
rendered inadmissible or non-discoverable as a result of its presentatior~~r use during the dispute
,~,~:
resolution process hereunder. ~~
"~
142. Notice. If a Dispute arises under this "eement , tie claimant Party (the
~;v
~r`~z ,
"Claimant") shall provide a written notice of the Dispute ("Notice of Dispute' ;;:to the other Party
`- ; ,
("Respondent"), which shall contain a reasonably detailed statement of the natur~~*o` ~~`the Dispute
and the relief requested. A Notice of Termination issued in accordance with Article VI shall be
~~:-
deemed aNotice of Dispute for purposes'4~ t` t~°i~,.Article XI.
~ ~~,
143. Executive Review. Upon `~ ~~~ ' `~- t' f Dis ute the University's
Director of Energy Services and the Assistant
the Parties mutually agree in writing to a di
~.~ ~ce o p ,
~,.. .. ~
Manager shall meet in person and, unless
period, shall have thirty (30) calendar
days to discuss~,~consider and attempt in good faith"~o resolve the Dispute. If, upon the expiration
of suc ~,;h ;,dime period; ~e ZJniversity s Director of Energy Services and the Assistant ounty
,~ ~,
been unable ;~.'~~solve the Dispute, then they shall immediately submit the dispute
for Senior Ex ,~e Review~g accordance with Pazag~aph 144144 of this greement.
~t.~~n ~
144. Senib~~x cutive Review. For disputes that are submitted for Senior Executive
~rs~
Review pursuant to ~~ tara~raph 143 of this Agreement, the University's Associate Vice
Chancellor for Campus Services (or higher-level authority) and the County Manager (or higher-
level authority) shall meet in person and, unless the Parties mutually agree in writing to a
different time period, shall have thirty (30) calendar days to discuss, consider and attempt in
46
{00018638.DOC 16}
~o
good faith to resolve the Dispute. If, upon the expiration of such time period, the University's
Associate Vice Chancellor for Campus Services (or higher-level authority). and the County
Manager (or higher-level authority) have been unable to resolve the Dispute, then the Dispute
shall be submitted to non-binding mediation in accordance with Paragraph 145 of this
Agreement.
145. I~ton-Binding Mediation. If the Executive Review and Senior Executive Review
dispute resolution processes are unsuccessful, the Parties shall be obligated to submit the Dispute
=y
,ids.
to non-binding mediation through the use of a ne tr'a1, m~dependent, disinterested mediator
,~
°,
~~~ ~~~~.
selected by the Parties from a professional m °ai~;a~4~.,~firm. ~ such Dispute is not resolved
through the non-binding mediation process within one hii`~r+~red twenty (120) days after the date
`~ 's
iyi>I,. ~~..
of the Notice of Dispute or Notice of Termination (or such othi;~ i~rne period as mutually agreed
.`
~,~
to by the Parties in writing), either Party may initiate litigation~'m any court of competent
jurisdiction. The' Parties-`--`-;'share equally all fees and expenses payable to any mediator
retained hereunder.~a ~ ~ ~-
"~
146. Continued~f'~rftiia~n~~ ~, !o~T~llin of Cure Periods. Except when clearly
~r~~r
prevented from doing so by %z~~ter in dispute, the Parties shall continue performing their
,..
obligations under this Agreement whl any Dispute is being resolved as provided in this Article
unless and until such obligations are terminated by the termination or expiration of this
Agreement. The time frame for a Party to cure any breach of the terms of this Agreement shall
not be tolled by the pendency of any dispute resolution procedures.
147. Equitable Relief. Notwithstanding anything contained in this Agreement to the
contrary, the Parties shall be entitled to seek injunctive or other equitable relief in any court of
47
{00018638.DOC 16}
71
competent jurisdiction whenever the facts or circumstances would permit a Party to seek such
equitable relief without obligation to post bond.
1~RTICLE XII
FORCE MAJEURE
148. Suspension of ®bli~ations. If, because of a Force Majeure event, either Party is
unable, in whole or in part, to carry out its obligations under this Agreement, then such Party
shall give written notice and reasonably full details of the Force Majeure event to the other Party
as soon as possible after the event's occurrence. Upan such notice, the obligations of the
noticing Party (other than the obligation to make any payments under this Agreement) shall be
suspended during the period in which the Parry is unable to perform because of the Force
~~~_.
Majeure event, but for no longer period, pr~%v~ded that:
a. the burden of proof o `whether ~~"=Force Majeure event has occurred shall
~~ ~ ~~,
y
be upon the Party cla~mua:~y. orce Maje~`.ur"e;.
b. the nonperforming Party shall make all reasonable efforts to continue to
~`
~r
perform its obligations despite the occurrence of a Force Majeure event;
-~ ~~,.,,
'y
`~~
~ 6
,` c. the noyn~performing Party shall provide the other Party with prompt written
~F `-
Y~~~
~ ~ ~' ~ notice ~il~the cessation of the Force Majeure event.
`~
~`~ ,f~ ARTICLE XILi
~~>
MISCELLANEOUS
149. Records. During the term of this Agreement, and for a period of three (3) years
thereafter (unless a longer period of time is required under applicable Laws), each Party shall
keep and maintain complete and accurate records and all other data required by each of them for
the purposes of the proper administration of this Agreement. Each Party shall have the right, at
48
{00018638.DOC 16}
72
its sole expense during normal business hours, to examine the other Parry's records to the extent
necessary to verify the accuracy of any statement, change, notice or computation made
hereunder.
150. .Amendment to A~recment. This Agreement may be amended or modified only
by a written instrument signed by each of the Parties.
~~-
151. Disclaimer of Joint Venture, Partnershiu and,A-~ency. This Agreement shall
not be interpreted or construed to create an association, joint'~~Gnture;° r ;artnership between the
~:
County and the University, or to impose any partnership obligation or liabil`~`:`u~on such Parties.
~y~w
~~_ - .,.
Neither the County nor the University shall have any right, power or authority t titer into any
agreement or undertaking for, or act on behalf of, or to act as or be an agent of representative of,
.,
or to otherwise bind, the other Party. 7~,
~~~
152. Severability. If any term '~~~ pro~~1pr1~ofthis Agreement or the application
thereof to any person or circumstance be invaliz~~r unenforceable to any extent, the remainder of
this Agreement or the application of such terms and~r~ovisions to persons or circumstances other
than those to which it is held invalid or unenforceable shall not be affected thereby, except each
.~-~~ t,
~~ ~-~
Parry sh_ " be obhga~~~ to reform the remaining terms appropriately, and each term and
~~
provlsloliu?b~his Agreemen~~~ hall be valid and be enforceable to the fullest extent permitted by
3 ~^~ ~~
law. ,~~. y'~i~
«~,.
153. Ass enl: Neither Party may assign or transfer its respective rights an
obligations under
except with the consent of the other Party, which shall be in
that Party's sole discretion. Any assignment purportedly made by a Party without the requisite
consent of the other Party shall be null and void.
49
{00018638.DOC 16}
73
154. I~lotices. All notices and other communications under this Agreement (other than
regularly scheduled payments) shall be addressed as follows:
Orange County:
Orange County Solid Waste Director
P. O. Box 17177
Chapel Hill, NC 27516
(Current Director: Gayle Wilson)
FAX:
Orange County Manager
P. O. Box 8181
Hillsborough, NC 27278 ,•~
~;
(Current Manager: Laura Blackmon,~~. , ? ~~
~~ a
FAX: ~`~"'~
~
',
J
~
*, ,~~
With a copy to:
`~r.r'
;'`
Orange County Attorney ~
~`
P. O. Box 8181 '"
~~_
Hillsborough, NC 27278
FAX:
Orange-~`~aunty ~v~z~t~gency Contact:
~~<
~ ,
Orange Ct~un~y Sol~f~"~'~Waste Operations Manager
(Currently: P...~.~~c~~) . ~ ; ~~-~.~'
PHONE: (919~~U221 ~`'~~~'''
~k
:Q
~.
The University of Not • ;z~rolina at Chapel Hill:
F~
Director of Energy Services
925 Branch Street, Campus Box 1855
Chapel Hill, NC 27599-1855
(Current Director: Ray DuBose)
PHONE:
FAX:
With a copy to:
The University of North Carolina at Chapel Hill
General Counsel
Campus Box 9105
Chapel Hill, NC 27599-9105
50
{00018638.DOC 16}
74
(Current General Counsel: Leslie Strohm)
FAX: 919-843-1617
University Emergency Contact:
Such notices and communications shall be deemed to have been given and received when
personally delivered or upon receipt as evidenced by a United States Postal Service Receipt for
~rk=~,
Certified Mail or evidence of delivery by a private express mail ser~v_a'~(~go, UPS, FedEx, DHL)
~~~
or upon receipt by facsimile provided that the sender promptly' the ~ ;.e~f~,er delivers a copy of e
'~
notice together with the receipt issued by the sender's facsimile~~machme,'~v~~;the recipient. Either
~:~=-~
Party may change the address to which~communications or payments are to be~r~`axle~by notice to
`4 h ;
the other Party as set forth above. ~'
155. Integration. This Agreement is intended by the Parties as the final expression of
T~~,
~~,
their agreement with respect to such sub,}~,~t~tt'~-~;,,~both written and oral, and supersedes all
~~
' Y+;
previous agreements. e~.. a,, '~~
~~
~;;--:~
156. Waiver. No delay or omission ti~~ a Party to exercise any right occurring upon
,~;~;~ =
any non-compliance or default by the other P ~; with respect to any of the terms of the
Agreement ~~~~.amla;~tr zany such right or power or be construed to be a waiver thereof. A
,~'' ~
waiv ~}~, either the Co `~~`~e `br the University of any failure of the other Parry to perform any of
~, ` = v
~:~
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its obhgatlc~~sunder this ~~,eement shall not be construed as a waiver of any future or
continuing failurer'"failureswhether similar or dissimilar thereto.
157. ChoceLaw. This Agreement and any provisions contained herein shall be
interpreted under the laws of North Carolina without regard to principles of conflicts of law.
158. Communications. Neither Party shall make any public announcement
concerning this Agreement nor the transaction contemplated herein without first obtaining the
approval of the other Party which approval shall not be unreasonably withheld or delayed.
51
{00018638.DOC 16}
75
159. Equal ®pportunity/Non-discrimination. The Parties shall comply with all
federal and state requirements concerning fair employment and employment practices
discriminating by reason of race, color, religion, gender, national origin, disability, age, creed,
veteran's status, or sexual orientation.
160. No Third Party Beneficiaries. The Agreement is no~t~iTnt~ended to and does not
confer any right or benefit on any third party.
IN WITNESS WHEREOF, the Parties hereto have caused the execution of `t : 's Agreement by
~, ~,,~
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the representatives whose names appear below as of the date first written above.
®R.ANGE C®UN'TY, N®RTH CAR®LINA
~~
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dr
Tl A~!:'6'L'. 6''.
1;f~~1V]ERSITY ®F N®RTH .CAR®LINA AT
CHAPEL HILL
BY:
ITS:
DATE:
52
{00018638.DOC 16}
76
Exhibit A
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~ $
2010 9.00 6.50
$ $
2011 9.18 7.25
$ $
2012 9.36 7.75
$ $
2013 9.55 8.00
$ $
2014 9.74 11.55
$ $
2015 9.94 18.00
$ $
2016 10.14 19.02
$ $
2017 10.34 20.04
$ $
2018 10.54 21.06
$ $
2019 10.76 22.08
$ $
2020 10.97 23.10
$ $
2021 11.19 24.40
$ $
2022 11.41 25.70
$ $
2023 11.64 27.00
$ $
2024 11.88 28.30
$ $
2025 12.11 29.60
$ $
2026 12.36 31.24
$ $
2027 12.60 32.88
$ $
2028 12.85 34.52
$ $
2029 13.11 36.16
203.0 $ $
~_
{00018638.170016}
~~
{00018638.DOC 16}
Note 1:2010 - 2014 estimated by Energy Strategies, LLC with input from Oliver Inc..
2015 - 2039 based on S. 2191, Nicholas Institute ADAGE Forecast.
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Ezhibit D
Aunrovals
Landfill Site
Solid waste permit
Air permit for flare
Duke Energy -New Service
Pipeline
Utilities Commission (NCUC)
Town of Chapel Hill
Dept. of Transportation
Orange County -Easements
Duke Energy -Easements
Dept. of Insurance
State Construction Office
Dept. of Natural Resources
Norfolk Southern Railroad
Gas Conversion Building
Town of Chapel Hill - ZCP
Dept. of Insurance
State Construction Office
Air Permit for engine
Dept. of Natural Resources
OWASA
{00018638.DOC 16}
82
Exhibit E
Calculations demonstrating that Landfill is not subiect to NSPS
(see attached)
{00018638.DOC 16}
83
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