The URL can be used to link to this page

Home My WebLink About10/23/1991 - RegularACTION AGENDA OCTOBER 23, 1991 Welcome to the Vinton War Memorial. This is a special joint meeting of the Vinton Town Council, the Roanoke County Board of Supervisors, the Roanoke City Council, the Roanoke County Resource Authority and the Roanoke Valley Regional Solid Waste Management Board. Also participating are staff from Norfolk Southern Corporation. A. OPENING CEREMONIES (430 p.m.) 1. Call to Order and Roll Call: AT 435 P.M. a. Vinton Town Council (Mayor Charles Hill) b. Roanoke City Council (Mayor Noel C. Taylor) c. Roanoke County Board of Supervisors (Chairman Steven A. McGraw) ALL PRESENT - Bl[~ A-RRIVED AT 4:45 P.M. d. Roanoke Valley Regional Solid Waste Management Board (Chairman John Parrott) e. Roanoke County Resource Authority (Chairman Harry C. Nickens) ALL PRESENT - BLJ ARRIVED AT 4:45 P.M. 2. Invocation: The Honorable Noel C. Taylor, Mayor Roanoke City Council 3. Pledge of Allegiance to the United States Flag: The Honorable Steven A McGraw, Chairman 1 1 Roanoke County Board of Supervisors 4. Welcome: The Honorable Charles Hill, Mayor Vinton Town Council INTRODUCED MEMBERS OF GOVERNING BODIES, STAFF AND OTHER DIGNITARIES B. ACTION TAKEN BY INDIVIDUAL ENTITIES 1. Vinton Town Council a. Resolution approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and for the disposal of solid waste. DAMS/SANDIFER URC 2. Roanoke City Council a. An ordinance approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and for the disposal of acceptable solid waste, and providing for the appointment of the City's members on the Roanoke Valley Resource Authority. MUSSER/HARVEY/FITZPATRICK URC 3. Roanoke County Board of Supervisors 2 a. Resolution approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and for the disposal of acceptable solid waste R-102391-1 BI,J MOTION TO ADOPT URC b. Resolution appointing the initial members of the Roanoke Valley Resource Authority. R-102391-2 HCN MOTION TO ADOPT URC 4. Roanoke Valley Regional Solid Waste Management Board a. Consideration of Assignment Agreement KISER MOTION URC b. Consideration of Distribution and Indemnification Agreement KISER MOTION URC 5. Roanoke County Resource Authority a. Resolution approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and disposal of acceptable solid waste. RA91-12 3 BLJ MOTION TO ADOPT URC b. Adoption of a resolution authorizing the Articles of Amendment and authorizing the creation of the Roanoke Valley Resource Authority RA91-13 SAM MOTION TO ADOPT URC C. APPROVAL OF AGREEMENT BETWEEN ROANOKE COUNTY RESOURCE AUTHORITY AND NORFOLK SOUTHERN COR- PORATION FOR TRANSPORTATION OF SOLID WASTE TO SMITH GAP IANDFILL CONTRACT SIGNED BY HCN AND DAVID GOODE 1. Comments: David R. Goode, President Norfolk Southern Corporation 2. Comments: Harry C. Nickens, Chairman Roanoke County Resource Authority D. ADJOURNMENT AT 5:10 P.M. a. Vinton Tanwn Council b. Roanoke City Council THANKED ROANOKE CITY STAFF c. Roanoke County Board of Supervisors d. Roanoke Valley Regional Solid Waste Management Board e. Roanoke County Resource Authority E. SIGNING CEREMONIES 4 F. RECEPTION 5 1 JOINT MEETING VINTON TOWN COUNCIL ROANOKE CITY COUNCIL ROANOKE COUNTY BOARD OF SUPERVISORS ROANOKE VALLEY REGIONAL SOLID WASTE MANAGEMENT BOARD ROANOKE COUNTY RESOURCE AUTHORITY NORFOLK SOUTHERN CORPORATION OCTOBER 23, 1991 4:30 P.M. VINTON WAR MEMORIAL VINTON, VIRGINIA ~~ NORFOLK ~~ SOUTHERN ~oAivo~ courrr~r -. RESOURCE AUTHORITY ~~/ ~i• ~ aaaNO~ ~au.~r nai solid t"Y10 ~1~' AGENDA OCTOBER 23, 1991 Welcome to the Vinton War Memorial. This is a special joint meeting of the Vinton Town Council, the Roanoke County Board of Supervisors, the Roanoke City Council, the Roanoke County Resource Authority and the Roanoke Valley Regional Solid Waste Management Board. Also participating are staff from Norfolk Southern Corporation. A. OPENING CEREMONIES (4:30 p.m.) 1. Call to Order and Roll Call: a. Vinton Town Council (Mayor Charles R. Hill) b. Roanoke City Council (Mayor Noel C. Taylor) c. Roanoke County Board of Supervisors (Chairman Steven A. McGraw) d. Roanoke Valley Regional Solid Waste Management Board (Chairman John Parrott) e. Roanoke County Resource Authority (Chairman Harry C. Nickens) 2. Invocation: The Honorable Noel C. Taylor, Mayor Roanoke City Council 3. Pledge of Allegiance to the United States Flag• The Honorable Steven A. McGraw, Chairman Roanoke County Board of Supervisors 4. Welcome: The Honorable Charles R. Hill, Mayor Vinton Town Council 1 B. ACTION TAKEN BY INDIVIDUAL ENTITIES 1. 2. 3. 4. Vinton Town Council a. Resolution approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and for the disposal of solid waste, and providing for the appointment of the Town's member of the Roanoke Valley Resource Authority. Roanoke City Council a. An ordinance approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and for the disposal of acceptable solid waste, and providing for the appointment of the City's members on the Roanoke Valley Resource Authority. Roanoke County Board of Supervisors a. Resolution approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and for the disposal of acceptable solid waste. b. Resolution appointing the initial members of the Roanoke Valley Resource Authority. Roanoke Vallev Regional Solid Waste Management Board a. b. Consideration of Assignment Agreement. Consideration of Distribution Agreement. and Indemnification 2 5. Roanoke County Resource Authority a. Resolution approving and authorizing the execution of certain agreements for the development and use of regional solid waste facilities and disposal of acceptable solid waste. b. Adoption of a resolution authorizing the Articles of Amendment and authorizing the creation of the Roanoke Valley Resource Authority C. APPROVAL OF AGREEMENT BETWEEN ROANOKE COUN'T'Y RESOURCE AUTHORITY AND NORFOLK SOUTHERN COR- PORATION FOR TRANSPORTATION OF SOLID WASTE TO SMITH GAP LANDFILL 1. Comments: David R. Goode, President Norfolk Southern Corporation 2. Comments: Harry C. Nickens, Chairman Roanoke County Resource Authority D. ADJOtiITtNMENT a. Vinton Town Council b. Roanoke City Council c. Roanoke County Board of Supervisors d. Roanoke Valley Regional Solid Waste Management Board e. Roanoke County Resource Authority E. SIGNING CEREMONIES F. RECEPTION 3 i l' AT AN ADJOURNED MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE VINTON WAR MEMORIAL ON WEDNESDAY, OCTOBER 23, 1991 RESOLUTION 102391-1 APPROVING AND AUTHORIZING THE EXECUTION OF CERTAIN AGREEMENTS FOR THE DEVELOPMENT AND USE OF REGIONAL SOLID WASTE FACILITIES AND FOR THE DISPOSAL OF ACCEPTABLE SOLID WASTE WHEREAS, the County of Roanoke, the City of Roanoke, the Town of Vinton, and the Roanoke County Resource Authority hereby intend to approve and execute certain documents and agreements for the development and use of regional solid waste facilities and for the disposal of acceptable solid waste; and WHEREAS, the Roanoke Valley Regional Solid Waste Management Board intends to join in the approval and execution of certain of these documents and agreements in order to assign and distribute certain assets and property to the successful completion of the development of a regional solid waste facility; and WHEREAS, it is in the best interests of all the parties and of their citizens to undertake the actions contemplated herein for a regional solution to the problems associated with the disposal of solid waste. NOW, THEREFORE, be it resolved by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the terms, conditions, and provisions set forth in the "Roanoke Valley Resource Authority Members Use Agreement," "Assignment Agreement," and "Distribution and Indemnification Agreement" are hereby approved and ratified. This approval and ratification of these agreements shall be evidenced by the execu- tion thereof by the Chairman of the Board of Supervisors of Roanoke 1 County, Virginia. The execution and delivery of and performance by the County of these agreements are authorized. 2. That the "Articles of Amendment of the Roanoke County Resource Authority" and the "Roanoke Valley Resource Authority By- laws" are hereby approved and ratified and authorized to be included as exhibits to the "Roanoke Valley Resource Authority Members Use Agreement." 3. That the County Administrator and such officers and agents of the County as he may designate are authorized to execute and deliver on behalf of the County such other documents and to do and perform such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by these agreements and this resolution, all upon form to be approved by the County Attorney. 4. That the Clerk to the Board is authorized and directed to provide for publication such resolution and notice for a public hearing as required by §§ 15.1-1243 and 15.1-1248 of the 1950 Code of Virginia, as amended, in order to provide for the joinder of new political subdivisions to the Roanoke County Resource Authority. The public hearing shall be held on December 3, 1991, or as soon thereafter as it may be scheduled. 5. That this resolution shall take effect immediately upon adoption. On motion of Supervisor Johnson to adopt the resolution, and carried by the following recorded vote: AYES: Supervisors Eddy, Robers, Johnson, Nickens, McGraw 2 NAYS: None A COPY TESTE: y'~Q..t.~-,~-. Mary H. Allen, Clerk Roanoke County Board of Supervisors cc: File Mary F. Parker, Clerk, Roanoke City Council Carolyn S. Ross, Clerk, Vinton Town Council Jeffrey A. Cromer, Roanoke Valley Reg. Solid Waste Mgt Board Paul M. Mahoney, County Attorney John R. Hubbard, Assistant County Administrator AT AN ADJOURNED MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE VINTON WAR MEMORIAL ON WEDNESDAY, OCTOBER 23, 1991 RESOLUTION 102391-2 APPOINTING INITIAL MEMBERS TO THE ROANORE VALLEY RESOURCE AUTHORITY WHEREAS, the Roanoke County Resource Authority ("Authority") has determined that it is in the best interests of the Authority to authorize the City of Roanoke ("City") and the Town of Vinton ("Town") to become members of the existing Roanoke County Resource Authority, pursuant to the provisions of the Virginia Water and Sewer Authorities Act, Chapter 28, Title 15.1, 1950 Code of Virginia, as amended, ("Act"); and, WHEREAS, the Board has reviewed the proposed "Articles of Amendment of the Roanoke County Resource Authority;" and, WHEREAS, it is necessary to appoint the initial Roanoke County members to the Roanoke Valley Resource Authority. NOW, THEREFORE, be it resolved by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the names, addresses, and terms of office of the initial Roanoke County members of the Board of the Roanoke Valley Resource Authority are as follows: Name Address Gardner W. Smith P. O. Box 29800 3738 Brambleton Ave. Roanoke, VA 24018 Diane D. Hyatt John R. Hubbard P. O. Box 29800 3738 Brambleton Ave. Roanoke, VA 24018 P. O. Box 29800 3738 Brambleton Ave. Roanoke, VA 24018 Term Expires 12/31/95 12/31/94 12/31/93 1 Mikeiel T. Wimmer 3878 Harborwood Road 12/31/93 Salem, VA 24153 2. That this resolution shall take effect immediately upon adoption. On motion of Supervisor Nickens to adopt the resolution, and carried by the following recorded vote: AYES: Supervisors Eddy, Robers, Johnson, Nickens, McGraw NAYS: None A COPY TESTE: Mary H. Allen, Clerk Roanoke County Board of Supervisors cc: File Mary F. Parker, Clerk, Roanoke City Council Carolyn S. Ross, Clerk, Vinton Town Council Jeffrey A. Cromer, Roanoke Valley Reg. Solid Waste Mgt Board Paul M. Mahoney, County Attorney John R. Hubbard, Assistant County Administrator Gardner W. Smith, Director, General Services Diane D. Hyatt, Director, Finance Mikeiel T. Wimmer, 3878 Harborwood Road, Salem, VA 24153 2 x AT AN ADJOURNED MEETING OF THE BOARD OF SUPERVISORS OF ROANOKE COUNTY, VIRGINIA, HELD AT THE VINTON WAR MEMORIAL ON WEDNESDAY, OCTOBER 23, 1991 RESOLIITION APPROVING AND AUTHORIZING THE E%ECUTION OF CERTAIN AGREEMENTS FOR THE DEVELOPMENT AND USE OF REGIONAL SOLID WASTE FACILITIES AND FOR THE DISPOSAL OF ACCEPTABLE SOLID WASTE WHEREAS, the County of Roanoke, the City of Roanoke, the Town of Vinton, and the Roanoke County Resource Authority hereby intend to approve and execute certain documents and agreements for the development and use of regional solid waste facilities and for the disposal of acceptable solid waste; and WHEREAS, the Roanoke Valley Regional Solid Waste Management Board intends to join in the approval and execution of certain of these documents and agreements in order to assign and distribute certain assets and property to the successful completion of the development of a regional solid waste facility; and WHEREAS, it is in the best interests of all the parties and of their citizens to undertake the actions contemplated herein for a regional solution to the problems associated with the disposal of solid waste. NOW, THEREFORE, be it resolved by the Board of Supervisors of Roanoke County, Virginia, as follows: 1. That the terms, conditions, and provisions set forth in the "Roanoke Valley Resource Authority Members Use Agreement," "Assignment Agreement," and "Distribution and Indemnification Agreement" are hereby approved and ratified. This approval and ratification of these agreements shall be evidenced by the execution thereof by the Chairman of the Board of Supervisors of 1 3cz. Roanoke County, Virginia. The execution and delivery of and performance by the County of these agreements are authorized. 2. That the "Articles of Amendment of the Roanoke County Resource Authority" and the "Roanoke Valley Resource Authority By- laws" are hereby approved and ratified and authorized to be included as exhibits to the "Roanoke Valley Resource Authority Members Use Agreement." 3. That the County Administrator and such officers and agents of the County as he may designate are authorized to execute and deliver on behalf of the County such other documents and to do and perform such things and acts, as they shall deem necessary or appropriate to carry out the transactions authorized by these agreements and this resolution, all upon form to be approved by the County Attorney. 4. That the Clerk to the Board is authorized and directed to provide for publication such resolution and notice for a public hearing as required by §§ 15.1-1243 and 15.1-1248 of the 1950 Code of Virginia, as amended, in order to provide for the joinder of new political subdivisions to the Roanoke County Resource Authority. The public hearing shall be held on December 3, 1991, or as soon thereafter as it may be scheduled. 5. That this resolution shall take effect immediately upon adoption. ~:~wPS~v~,arilt~o~;awffi.na 2 ~ O ROANp~ F Z p °a z a ~8 E50i a8 SFSCUICENTENN~P~ .A Btauti~ul8egimm~g ~ ~~ ~rt~~.~ ~ u~;~;CA ~ ~ ~~~~t~ ~ FAX TRANSMITTAL ,~ . G~ .8.9 FAX NUMBER: (703) 772-2089 DATE: /~ ` a ~ - ~ / TO: ~ ~~i COMPANY: ~ ~7( ~~~'~-~2..~- FAX NUMBER: 9 ~/ ' ~ ~ ~ -~ NO. OF PAGES TO FOLLOW: `7 FROM: MARY H. ALLEN, CLERK TO THE BOARD OF SUPERVISORS ROANOKE COUNTY BOARD OF SUPERVISORS # TO CALL IF TRANSMITTAL IS INCOMPLETE: ~ ~ ~ - ~ ~ a ~ SPECIAL INSTRUCTIONS: ~~~.~ ~~ ~~ ~ ~ . 1_lil_ C - ~ ~. - '~ 1. T 1_I ~ 1 4_1 ~ by ~} CITY QF ROANOKE 215 CHURCH AVENUE, S. W., ROOM 361 ROANOKE, VIRGINIA 24p11 TELErHONE: (703) 981-2421 TELECOPIER: (703) 981-713 FACSIMILE TRANSMISSION REQUEST F' _ 4-~ 1 DATE: ~ ~~ Z TIME: I y ; a 1 ~ PAGES: ~ ~._..,. //~~ (INCLUDING TNlS PAGE T0: QX~ CITY: 1~4...- STATE: V ~- FROM: ~~~ DEPARTMENT; TASK REFERENCE: -•~ { c~e.J TELEI~NONE NUMBER: p l -- 2_ra `~'{___ _ __ __ _ _ MESSAGE: ~=i i_ T-"~:~- '~ 1 TI_IE 1 4-y F=yam c Town of Vinton County of Roanoke City of Roanoke Roanoke Valley Regzonal Landfill Board Roanoke County Resource Authoxa.ty Call to Order. Roll Call. Welcome and Introduction of Guests. Invocation. Pledg® of Allegiance to the Flag of the (;nited States of America. F' _ 4=~ Mayor Hill Chairman McGraw Mayor TayJ,ax Chairman Parrott Chairman Nickens Clerks of the Governing Bodies and Secretaries of the Board and Authority Mayor Hill Mayox Taylor Chairman McGraw Town of Vinton Agenda County of Roanoke Agenda 1 F' ~=y - City of Roanoke Agenda Report and recommendation by the City Manager. A. Documents: 1. Landfill Use Agreement 2. Articles of Amendment 3. By-Laws 4. Assignment Agreement 5. Distribut.i,an and Indemnification Agreement H. Appointment by Council o~ two representatives to the proposed Roanoke valley Resource Authority. Roanoke valley Regional Landfill hoard Agenda Roanoke County Resource Authority Agenda Remarks by Norfolk Southern officials. (Mary, Z think Gheryl said that on7,y Mr. Goode would speak.) 2 F' _ F-y 4 Adjournment. Mayors artd Chairmen of the Governing Bodies, Board and Authority S.~gning Ceremony. Reception. 3 c~~~ •a-3 .~3 ~ S ~- ~-e-- ~~' ~ ~ ~. ~ GHQ,„-~'e" c`"Z~~t_e.~.J - .~ ~ ~ ~ ~.~._- ~.~ ~ . ~ : # - . October 18, 1991 Ms. Mary H. Allen, Clerk Roanoke County Board of Supervisors P. O. Box 29800 Roanoke, VA 24018-0798 Dear Ms. Allen: ~,~ ~I/ R0.4N01~ V~ILLEY Tonal solid ma e~m~nt rd POST OFFICE BOX 12312 ROANOKE, VIRGINIA 24024 703 981-9331 The Roanoke Valley Regional Solid Waste Management Board will hold a special meeting on Wednesday, October 23, 1991 at 4:30 p.m. at the Vinton War Memorial. A copy of the agenda for this meeting is attached. Please post public notice of this meeting. Thank you. Sincerely, ~' ` ~' i ~ ` ~ ~- Jef~rey A. Cromer Solid Waste Disposal Manager Attachment ROANOKE VALLEY REGIONAL SOLID WASTE MANAGEMENT BOARD SPECIAL MEETING 4:30 P.M., OCTOBER 23, 1991, VINTON WAR MEMORIAL AGENDA: 1. Call to Order 2. Roil Call 3. Consideration of Assignment Agreement 4. Consideration of Distribution and Indemnification Agreement 5. Adjournment 6. Signing Ceremony ~,, ~~r ®~s~u~si~n OnPy ~~~y~~~ ~~ ~~°~ass~n /O~ .~ ~ ~'~'/ ROANOKE VALLEY RESOURCE AUTHORITY MEMBERS USE AGREEMENT THIS FACI-CITY USE AGREEMENT is dated as of the ~ 23rd day of October , 19 91 by and between the Roanoke County Resource Authority, a public body politic and corporate, and the County of Roanoke, a political subdivision of the Commonwealth of Virginia, ("County"), the City of Roanoke, a municipal corporation of the Commonwealth of Virginia, ("City"), and the Town of Vinton, a municipal corporation of the Commonwealth of Virginia ("Town"). RECITALS WHEREAS, the members of the Roanoke County Resource Authority, the Board of Supervisors of Roanoke County, the Council of the City of Roanoke, and the Town Council of the Town of Vinton, have signified their intention to amend the Articles of Incorporation and By-laws of the Roanoke County Resource Authority to establish the Roanoke Valley Resource Authority ("Authority") pursuant to the Virginia Water and Sewer Authorities Act (Chapter 28, Title 15.1, Code of Virginia (1950), as amended.). A copy of the proposed amendment to the Articles of Incorporation and By-laws for the Authority are attached hereto and incorporated by reference herein as Exhibits "A" and "B" respectively. WHEREAS, the parties intend to develop through the Authority a regional solid waste facility in the County and the City. WHEREAS, the parties intend through the Authority to contract for a supply of acceptable solid waste to be delivered to the Facility. WHEREAS, the City, County, and Town wish to contract with Authority to obtain rights to dispose of acceptable solid waste generated within their respective jurisdictions. WHEREAS, pursuant to this Agreement, the City, County, and Town desire to set forth the terms and conditions of the disposal of acceptable solid waste in the Facility. 1 AGREEMENT NOW, THEREFORE, the parties to this Agreement agree as follows: ARTICLE I DEFINITIONS Unless otherwise defined, each capitalized term used in this Agreement shall have the meaning set forth below. "Acceptable Waste" means non-hazardous "municipal solid waste", "industrial waste" and "agricultural waste", "construction waste", "debris waste", "demolition waste", as defined in the Virginia Department of Waste Management Solid Waste Management Regulations, as amended, (the "DWM Regulations"), and such other wastes as Authority shall agree in writing to accept from time to time, subject to such limitations and exclusions as are imposed by Applicable Law and excluding all Unacceptable Wastes. "Act" means the Virginia Water and Sewer Authorities Act, Chapter 28, Title 15.1, Code of Virginia of 1950, as amended. "Annual Budget" means the annual budget of the Authority as described in Section 5.9. "Annual Deficit" means any actual deficit at the end of a Fiscal Year consisting of an excess of Operating Costs over Operating Revenues for such Fiscal Year incurred by the Authority acting pursuant to an Annual Budget and any amendments thereto approved in advance by all Charter Member Users in accordance with Section 5.9. "Applicable Law" means any law, regulation, requirement (including but not limited to permit and governmental approval requirements) or order of any local, state or federal agency, court or other governmental body, applicable from time to time to the acquisition, design, construction, equipping, testing, start-up, financing, ownership, possession or operation (including but not limited to closure and post-closure operations) of the Facility or the performance of any obligations under any agreement entered into in connection therewith. "Articles of Incorporation" means the Articles of Incorporation of the Authority as they may be amended from time to time. "Authority Default" means any of the events of default described in Section 6.2. 2 "Bonds" means the Authority's Landfill Revenue Bonds, issued to finance the acquisition, construction and equipping of the Facility and any revenue bonds issued to refund such bonds. "Bylaws" means the Bylaws of the Authority, as they may be amended from time to time. "Capital Expenditure" means any single expenditure intended to benefit and be amortized over 5 or more accounting periods under Generally Accepted Accounting Principles. "Charter Member Users" or "Charter Member User" means the County, the City, and the Town as the context may require. "Debt Service Payments" means the payments of principal, premium, if any, and interest required to be made by the Authority with respect to the Bonds. "Designated Hauler" means any person (other than a User) (1) who is entitled to deliver Acceptable Waste to the Facility on behalf of a User for a fee paid by the User on a long term basis and (2) who collects Acceptable Waste pursuant to contract with or franchise from the User and is designated to the Authority as such by the User in writing. "Event of Default" means the events of default set forth in Section 6.2 and 6.3. "Facility" means the Landfill located in the County and, as the context may require, the associated Transfer Station located in the City, described and constructed in accordance with the "Part B" applications as approved by the Commonwealth of Virginia. "Fiscal Year" means the period from July 1 of one year to June 30 of the next year. "Hazardous Waste" means (i) "hazardous waste" as such term is defined in the DWM Regulations, (ii) "hazardous waste" as such term is defined in the Resource Conservation and Recovery Act, 42 U.S.C. SS6901 et se as amended from time to time; and (iii) solid waste that because of its quantity, concentration, or physical, chemical or infectious characteristics may pose or significantly contribute to a substantial present or potential hazard to human health, the Facility, or the environment when treated, stored, transported, or disposed of or otherwise managed. "Indenture" means any Indenture of Trust, entered into by the Authority pursuant to which the Bonds are issued. 3 "Landfill" means the regional landfill to be developed and operated by the Authority on one or more sites for the disposal and fill of Acceptable Waste in accordance with the special use permit provided pursuant to County item 62789-10 and Resolution 62789-12, each dated June 27, 1989. "Maximum Annual Tonnage" means the maximum annual total tonnage of Acceptable Waste disposed of at the Landfill agreed by the Authority and Users to be 330,000 tons per year. "Minimum Landfill Life" means the minimum amount of time that the Landfill is projected to have capacity to accept waste based upon the Maximum Annual Tonnage agreed by the Authority and Users to be 36 years. "Operating Costs" means all actual costs of the Authority properly allocable to acquiring, constructing, equipping, maintaining and operating the Facility and set forth in the Annual Budget, including, but not limited to: (1) salaries and fringe benefits of employees; (2) utilities, fuel, equipment (including but not limited to trucks and heavy equipment) tools and supplies; (3) engineering, testing, and consulting costs for design and operation, testing, monitoring, and closure; (4) all costs for compliance with all permit conditions and compliance with Applicable Law, including costs for treatment and disposal of leachate or materials inappropriately disposed or delivered to the Facility; (5) Debt Service Payments; (6) legal costs incurred in connection with the zoning, permitting, financing, operating and defending of the Facility and the Authority; (7) insurance costs and the costs of bonds, letters of credit, escrows or other financial assurance or allowance for environmental monitoring and assurance, closure, post- closure or property value guarantees or for compliance with Applicable Law; (8) reasonable host community allowances as identified and set forth in the special use permit for the Landfill Roanoke County item 62789-10, and Resolution 62789- 12, each dated June 27, 1989, and as set forth in the Solid Waste Transfer Facility Design Criteria, dated March 19, 1991, and Solid Waste Transfer Facility Operating Criteria, dated May 21, 1991, as approved by the City Planning Commission on June 5, 1991; 4 (9) Capital Expenditures necessary for compliance with Applicable Law, Capital Expenditures necessary for normal maintenance and reasonable periodic expansion of the Facility and Capital Expenditures incurred in connection with Uncontrollable Circumstances; (10} purchase and maintenance costs of equipment and maintenance of the Facility; (11) all taxes, including but not limited to those on real property, equipment or income; charges; (12) all accounting and bookkeeping fees and (13) all costs associated with uncollectible accounts; (14) the Authority's costs for Rail Transportation Services; and (15) all amounts required to be paid by the Authority to replenish deficits in the Debt Service Reserve Fund or the Rate Stabilization Fund, or any similar funds, created pursuant to the Indenture. "Operating Revenues" means all income and revenues derived by the Authority from the ownership or operation of the Facility, including the receipts of Tipping Fees from the Users, Private Haulers and Designated Haulers (but excluding any payments of any User's Pro Rata Share) and income from the investment of money held by or on behalf of the Authority. "Private Hauler" means any person (other than a User or a Designated Hauler) who disposes of Acceptable Waste at the Landfill, including individuals delivering household waste in privately owned vehicles. "Pro Rata Share" means that share of the Annual Deficit which is in the same proportion that the estimated population of the respective User bears to the total estimated population of all jurisdictions then members of the Authority which are then subject to payment of a Pro Rata Share, both as most recently projected on an annual basis by the Center For Public Service at the University of Virginia. "Rail Transportation Services" means services provided by the Norfolk Southern Railway to Authority for transportation of waste between the Transfer Station and the Landfill. 5 "Start-Up Date" means the date at least 30 days after written notice from Authority to Users that the Facility is ready to begin full and continuous disposal of Acceptable Waste, which date shall be specified in the notice. "Tipping Fee" means the per-ton fee payable to Authority for the disposal of Acceptable Waste. "Ton" or "ton" means a unit of weight equal to 2000 pounds. "Transfer Station" means a properly designed facility located in the City for the transfer only by Charter Member Users of Acceptable Waste to railroad cars or to tractor trailer trucks with rail access to the Landfill as said Transfer Station was sited pursuant to and subject to the terms and conditions of the Solid Waste Transfer Facility Design Criteria, dated March 19, 1991, and the Solid Waste Transfer Facility Operating Criteria, dated May 21, 1991, as approved by the City Planning Commission on June 5, 1991. "Unacceptable Waste" means waste which the Facility is precluded by Applicable Law from accepting, including, without limitation, medical wastes, hazardous wastes, waste as proscribed by applicable federal, state or local law or regulations, or waste otherwise prohibited by the Authority. "Uncontrollable Circumstance" means any event or condition, whether affecting the Facility, any User or the Authority, that interferes with the acquisition, design, construction, equipping, start-up, operation, ownership or possession of the Facility or other performance required hereunder, if such event or condition is beyond the reasonable control, and not the result of willful action of the party relying thereon as justification for any nonperformance including but not limited to an act of God, storm, flood, landslide, earthquake, fire or other casualty, war, blockade, insurrection, riot, the order or judgement of any local, state, or federal court, administrative agency or governmental officer or body, a strike, lockout or other similar labor action. "User" or "Users" means the County, the City, and the Town or any other political subdivision which shall become an incorporating political subdivision under the Act, as the context may require. "User Default" means any of the events of default described in Section 6.3. 6 ARTICLE II TERM OF AGREEMENT Section 2.1. Term. This Agreement shall become effective upon its execution, subject to the terms and conditions contained herein, and shall be effective and the Authority shall have existence for a term of fifty years unless further extended pursuant to the provisions of the Act, provided that the Authority and this Agreement shall in any event continue until adequate closure and post-closure obligations and responsibilities with respect to the Facility have been met. Users covenant and agree to undertake in good faith and in a timely manner all actions necessary for the establishment of the Authority and the establishment and operation of the Facility as set forth herein. Section 2.2. Applicability; Amendments. The Authority and Users covenant and agree that except as stated herein the terms, conditions and requirements contained in this Agreement shall apply equally to each Charter Member User and further covenant and agree that this Agreement, the Articles of Incorporation, and Bylaws, shall not be amended or changed in any way without the consent of Authority and the consent of the governing body of each Charter Member User. The parties hereto further covenant and agree that the Authority shall only engage in the collection and disposal of garbage and refuse at and through the Facility or other transfer facilities owned and operated by the Authority and shall not engage in individual residential or business garbage and refuse collection. Authority shall also be authorized to engage in recycling activities with regard to Acceptable Waste for which Authority has accepted title in accordance with Section 4.5 of this Agreement, provided, however, that Authority shall not require any specific recycling methodology, goals, limits or standards for a User without such User's consent and provided further that Authority shall not in any manner subsidize any User's recycling program except for incentive programs to encourage recycling that benefit all Users proportionately on the basis of population. 7 ARTICLE III FACrLITY CONSTRUCTION AND OPERATION Section 3.1. Facility Construction and 0 eration. (a) Subject to the provisions of this Section, Authority agrees that it will construct and equip the Facility. Authority further agrees to use its best efforts to obtain the necessary permits and approvals required under Applicable Law to construct and equip the Facility as described. (b) Authority shall construct and maintain at its expense any facilities, improvements, and buildings necessary for the operation of the Facility and shall furnish all labor, tools, and equipment necessary to operate the Facility, in accordance with Applicable Law. Section 3.2. Notice of Start-Up Date. The Authority shall notify each User of the Start-Up Date at least 30 days prior to such Start-Up Date of the Facility. Section 3.3. Use of Transfer Station and Landfill. The Authority and the Users covenant and agree that the Transfer Station provided for herein may only be utilized by the Charter Member Users and properly authorized persons and entities located within the Charter Member User jurisdictions only for the transfer of Acceptable Waste originating within the County, City, and Town. The Authority and Users further covenant and agree that the Transfer Station shall not be utilized by any other person or entity without the express prior consent of Roanoke City Council. Use and operation of the Landfill shall be subject to and in compliance with the terms and conditions in the special use permit provided pursuant to Roanoke County Item 62789-10, and Resolution 62789-12, each dated June 27, 1989. Use and operation of the Transfer Station shall be subject to and in compliance with the terms and conditions in the Solid Waste Transfer Facility Design Criteria, dated March 19, 1991, and the Solid Waste Transfer Facility Operating Criteria, dated May 21, 1991, as approved by the City Planning Commission on June 5, 1991. Within 15 days of execution of this Agreement, City, acting through its City Council, shall proceed with all City approvals necessary for selection of the Transfer Station site. 8 ARTICLE IV OBLIGATIONS RELATING TO DELIVERY AND ACCEPTANCE OF WASTE; OPERATING PROCEDURES Section 4.1. Delivery and Acceptance. (a) Beginning on the Start-up Date and continuing throughout the term of this Agreement, Authority agrees to accept and dispose of Acceptable Waste delivered by or on behalf of the Users in accordance with the terms of this Agreement, for the useful life of the Landfill. (b) Each User shall have the right to deliver, or cause to be delivered, to the Facility all Acceptable Waste generated within its political jurisdiction. Section 4.2. Operating Rules. The Authority shall promulgate specific rules and procedures for the use and operation of the Facility, which shall be deemed a part of this Agreement following notice to the Users of such rules. The rules and procedures may be modified by Authority from time to time upon notice to the Users from Authority. A copy of such operating rules shall be available at the Transfer Station and Landfill upon request. The parties agree to be bound to such rules and procedures in all respects. The rules may include fines for attempts to dispose of Unacceptable Waste. in the Facility and procedures for banning Designated Haulers and any other persons who violate the rules. Authority and Users agree that such rules and procedures shall not be inconsistent with this Agreement. In the event of a conflict between such rules and procedures and this Agreement or the Articles of Incorporation, this Agreement or the Articles of Incorporation shall prevail. Section 4.3. Voting Representation. Notwithstanding any contrary provision in the Articles of Incorporation, Bylaws, or this Agreement, Authority, and the Charter Member Users covenant and agree that the initial voting representation on the Authority shall consist of 4 representatives from County, 2 representatives from City and 1 from Town, subject to the provisions of Section 7.5., and that neither of the following actions shall be taken or permitted to occur by the Authority without the express consent of County and City, as expressed by the affirmative vote of all County and City representatives on the Authority: (1) Any change in the terms or conditions of design or operation of the Transfer Station located in the City as set forth in the Solid Waste Transfer Facility Design Criteria, dated March 19, 1991, and the Solid Waste Transfer Facility Operating Criteria, dated May 21, 1991, as 9 approved by the City Planning Commission on June-5, 1991, and the Part A and Part B applications for the Transfer Station as approved by the Commonwealth of Virginia, or any expansion or modification of the Transfer Station or use by any persons or entities other than City, County, or Town; or, (2) Any change in the terms or conditions of design or operation of the Landfill located in the County of Roanoke as set forth in the special use permit approved pursuant to Roanoke County item 62789-10, and Resolution 62789-12, each dated June 27, 1989, and the Part A and Part B applications for the Landfill as approved by the Commonwealth of Virginia, or any expansion or modification of the Landfill. Section 4.4. New Members. Because the Landfill is a scarce and valuable resource and because all Users have a common interest in insuring that the Landfill is utilized only for the proper disposal of Acceptable Waste and because Authority and Users desire to make the best possible and most efficient use of the Landfill, Users and Authority covenant and agree as follows: (1) No person or entity shall be permitted to utilize the Facility except pursuant to the general terms and conditions of this Agreement; (2) Only Users and persons or entities located within User jurisdictions shall be permitted to utilize the Facility only for the disposal of Acceptable Waste originating within User jurisdictions; (3) The total number of User jurisdictions, including the County, City, and Town, shall at no time exceed eight; (4) Except as provided in Section 7.5 of this Agreement, additional Users may join the Authority by a simple majority vote of the Authority provided that the following conditions have been met: (a) The additional volume of Acceptable Waste that would be disposed of at the Landfill as a result of such proposed new User's joining is not projected to cause the total aggregate amount from all User jurisdictions to exceed the Maximum Annual Tonnage or to reduce the Minimum Landfill Life; the proposed new User jurisdiction shall be responsible for all the costs and expenses of such waste stream and 10 Landfill life projections as determined to be necessary by Authority. (b) The nature of the waste stream from the proposed new User must be determined by an independent environmental expert at such proposed new User's cost to consist of Acceptable Waste only; the proposed new,User shall contract in advance to be financially responsible for periodic, unannounced, inspections and testing of its waste stream by independent environmental experts chosen by and on terms and conditions established by Authority up to six times per Fiscal Year, and to comply with such other requirements as Authority may impose to insure that only Acceptable, non-Hazardous Waste is delivered to the Facility. (c) The proposed new User shall make an initial capital contribution at least proportional to the capital contribution made by the Charter Member Users. (d) The proposed new User shall execute and deliver an agreement substantially similar to this Agreement as required by the Authority. Section 4.5. Title to Acceptable Waste. Upon Authority's acceptance of any Acceptable Waste, Authority shall receive title to such Acceptable Waste. Authority may, at its sole election, take title to Acceptable Waste at an earlier time if it notifies the affected User of the exercise of such election. Authority shall never be deemed to have title to Unacceptable Waste unless it specifically represents that it is aware the waste is Unacceptable Waste and it is specifically taking title to the same. Inoperability of Authority's scales shall not effect the transfer of title. In the event of any dispute regarding transfer of title, the affected User shall join with Authority in defense of such title. Section 4.6. Disposal of Unacceptable Waste. Authority shall notify any person delivering waste found before discharge into the Facility to contain Unacceptable Waste that the waste cannot be disposed at the Facility. If Unacceptable Waste is disposed of by or on behalf of any User, and time and operations permit, Authority shall notify such User and such User shall promptly cause the Unacceptable Waste to be removed from the Facility and disposed of in accordance with Applicable Laws. In the event time and operations do not permit such notice or such User does not promptly remove the Unacceptable Waste, Authority may, at its option, cause the same to be removed, 11 and disposed of in accordance with Applicable Law and such User shall be liable for the costs thereof. The affected User shall reimburse Authority for the actual costs, expenses, fines, penalties and liability resulting from the deposit of such Unacceptable Waste identified to have been disposed of by such User in the Facility, and, upon submission of satisfactory evidence of such costs, shall pay all such costs within 45 days of an invoice therefor; provided that the Authority shall not pay or agree to pay any fine or penalty, or acknowledge any liability unless the affected User is given an opportunity to participate and defend any such action seeking to impose a fine, penalty, or liability. ARTICLE V TIPPING FEES; OTHER CHARGES Section 5.1. Tipping Fees. From and after the Start- Up Date Authority shall charge Tipping Fees for each ton of Acceptable Waste delivered to the Facility and accepted by Authority for disposal in the Facility. The Tipping Fees shall be established and adjusted from time to time in accordance with the requirements of the Act. Subject to the terms and conditions of this Agreement, Authority and Users 1~~~~ recognize and agree that there may be numerous separate classes of users of the Facility including (1) City and - ~"% County, (2) Users, other than City and County, (3) Designated Haulers, and (4) various categories of Private Haulers with different Tipping Fees for each class. Because the Landfill is a scarce and valuable resource, and Users and Authority intend to preserve its use to the maximum degree possible, Authority shall establish different higher Tipping Fees for entities other than the Users who use the Facility. Users shall be liable for any Tipping Fees payable by their respective Designated Haulers. Section 5.2. Payments; Liability of Users. (a) All amounts payable hereunder shall be invoiced on a monthly basis unless otherwise indicated. Amounts invoiced shall be due 20 days after the date of receipt of the invoice. Invoices shall be deemed received three (3) days after being placed in the U. S. mail. Each invoice shall list all deliveries made during the applicable period and all information on the related weight records. (b) Authority shall maintain separate records for the amounts payable by each User and its Designated Haulers under this Agreement. 12 Section 5.3. Payment for Out-of-Hours Deliveries. Authority may charge such amounts as it deems appropriate for deliveries at times other than the Facility's normal hours of operation. Section 5.4. Late Payment. Any amount payable under this Agreement by Users or Designated Haulers that is not paid when due-in accordance with this Agreement shall bear interest compounded monthly at the lesser of - (i) 21~ or (ii) the highest rate allowed by law. Section 5.5. Tipping Fee Adjustment. Until the resolution of any disagreement about any Tipping Fee adjustment, Users shall pay the Authority's proposed adjustment. Authority shall, immediately after the resolution, reimburse User and Designated Haulers for the aggregate amount of any overpayment occurring as a result of the subject matter of the disagreement. Section 5.6. Relative Charges. The Authority and Users covenant and agree that City, County, and Town shall be f charged the same Tipping Fees for use of the Facility. Subject to the foregoing, Users shall pay to Authority the Tipping Fees set forth in the fee schedule adopted by Authority in accordance with the Act and this Agreement. The Authority may establish fees for special wastes as defined by the rules and procedures promulgated by the Authority pursuant to section 4.2, tires for Private Haulers, and for individuals delivering household waste in privately owned automobiles and pick-up trucks as it deems appropriate. Section 5.7. Obligation to Pay Pro Rata Share. (a) Subject to the terms and conditions of this Agreement, each User shall pay to the Authority or such other person as the Authority may designate its Pro Rata Share of any Annual Deficit not less than thirty (30) days after receipt of written request therefor from the Authority. The Authority shall compute each User's Pro Rata Share in accordance with this Section and send notice to each User of its Pro Rata Share within thirty days after the close of each Fiscal Year. Each Pro Rata Share shall be the proportionate obligation of each User to pay the Annual Deficit computed on a pro rata basis based on the percentage the User's population, as of the close of the preceding Fiscal Year as projected by the Center for Public Service at the University of Virginia, bears to the total population of all Users which are then subject to payment of a Pro Rata Share. The initial Pro Rata Share of each User shall be based on the following percentages: 13 County 40.78$ City 54.86 Town TOTAL 4.36 100$ (b) The obligation of each Charter Member User to make payments of its Pro Rata Share under this Section shall be subject to and contingent upon the provisions of Section 5.9 and appropriations being made for such purpose by the governing body of the Charter Member User. Nothing in this Section or this Agreement shall constitute a pledge of the full faith and credit of any User under any provisions of its charter or the Constitution of Virginia or a bond or debt of any User within the meaning of any provision of the Constitution of Virginia or such User's charter. Subject to the provisions of this Agreement, the obligations of each User to make payments under this Section and to observe and perform all other covenants and agreements under this Agreement are unconditional, irrespective of any rights of set-off, recoupment, or counterclaim that any User may have, jointly or individually, against the Authority. (c) At the option of any Charter Member User, such Charter Member User may terminate its obligation to make payments of it Pro Rata Share, but only if the annual reports required by Section 5.8 shall show that: (i) no Annual Deficit has occurred for the five preceding Fiscal Years; and (ii) Operating Revenues have been equal to at least 110$ of Operating Costs for the two preceding Fiscal Years. Section 5.8. Books and Records. The Authority shall maintain all books, records and accounts necessary to record all matters affecting the Tipping Fees or other amounts payable by or to Users and the Authority under this Agreement. All such books, records and accounts shall be maintained in accordance with generally accepted accounting principles, shall accurately, fairly and in reasonable detail reflect all Authority's dealings and transactions under this Agreement and shall be sufficient to enable those dealings and transactions to be audited in accordance with generally accepted accounting principles. Within one hundred twenty (120) days after the close of each Fiscal Year, the Authority shall deliver to each User an annual report accompanied by a certificate of an independent certified public accountant, including, among other things, a statement of the financial position of the Authority at the end of such Fiscal Year, a statement of Operating Revenues 14 and Operating Costs under this Agreement, and the amount, if any, of the Annual Deficit. All such books, records and accounts shall be available for inspection and photocopying by any User on reasonable notice so that it can verify Tipping Fees or other amounts payable under this Agreement. All such books, records and accounts shall be kept by the Authority for at least six years (or any longer period required by Applicable Law). Section 5.9. Annual Budget. The Authority shall provide to the Charter Member Users for approval on or before each April 1 its annual budget for the upcoming year ("Annual Budget"). The Authority shall also provide to the Charter Member Users for approval in advance any amendment of any kind to the Annual Budget. The Annual Budget shall set forth (i) the budgeted Operating Costs for such Fiscal Year, itemizing each category of expenditure including the amount of Debt Service Payments coming due in the next Fiscal Year; (ii) the budgeted Operating Revenues for such Fiscal Year; and (iii) the budgeted expenditures for such Fiscal Year. The Authority shall also provide Operating Costs and Operating Revenues for the then current Fiscal Year. The Annual Budget and any amendments thereto shall not be effective and no expenditures shall be made by Authority thereunder unless and until such Annual Budget and any amendments have been approved by the governing bodies of County, City, and Town, such approval not to be unreasonably withheld. ARTICLE VI DEFAULT AND TERMINATION Section 6.1. Remedies for Default. (a) In the event of the breach by any party of an obligation under this Agreement, the right to recover damages or to be reimbursed will ordinarily constitute an adequate remedy. Therefore no party may terminate its obligations under this Agreement for cause for any breach except as provided in Sections 6.4. (b) The Authority may refuse to accept any Acceptable Waste that is collected by a User if such User fails to pay any amount due hereunder until the amount and any late payment interest on it have been paid if the Authority has mailed a written notice of the failure to pay the amount due under this Agreement to such User at the address to which invoices are sent by certified mail accompanied by a copy of the invoice for the unpaid amount. (c) The parties hereto acknowledge that, in the event of any Event of Default the non-defaulting party shall be entitled to recover, to the extent proven, all of their respective damages, including incidental and consequential 15 damages, caused by such Event of Default. The parties hereto agree that damages for any such Event of Default may include, without limitation: (i) amounts payable under this Agreement (including, without limitation, Tipping Fees); (ii) lost revenues and damages under any contract unable to be performed or realized, in whole or in part, by reason of such Event of Default; (iii) accelerated amounts if .required under any contract or agreement as a result of an Event of Default specified in Section 6.3(a); (iv) interest from the date of payment on any amounts borrowed or required to be advanced in connection with such Event of Default, including interest on amounts paid to mitigate damages or prevent a default from arising under any agreement relating to the Facility or its operations; (v) increased Operating Costs, and (vi) reimbursement for all reasonable expenses and costs, including the fees and expenses of its counsel, incurred in connection with any proceeding brought to recover such damages or to enforce the provisions of this Agreement. To the extent permitted by Applicable Law, the parties hereto hereby waive the right to trial by jury in any action or proceeding brought to enforce, construe or recover damages for any breach of this Agreement. Section 6.2. Events of Default by Authority. Each of the following shall constitute an Event of Default by the Authority ("Authority Default"): (a) The Authority's persistent or repeated failure or refusal substantially to fulfill any of its material obligations to any User in accordance with this Agreement unless such failure or refusal shall be excused or justified by an Uncontrollable Circumstance or a default by a User hereunder; provided, however, that no such failure or refusal shall constitute an Authority Default unless and until: (i) Such User has given written notice to Authority stating that in its opinion a particular default or defaults (described in reasonable detail in such notice) exist that will, unless corrected, constitute a material breach of this Agreement by the Authority and that will in its opinion give User a right to terminate its obligations to the Authority under this Agreement for cause under this Section unless such default is corrected within a reasonable period of time, and (ii) Authority has neither corrected such default nor initiated reasonable steps to correct it within a reasonable period of time (which shall in any event be not less than thirty days from the date of receipt of the notice given pursuant to clause (i) of this Section); provided that if the Authority has commenced to take reasonable steps to 16 correct such default within such reasonable period of time,-it shall not constitute an Authority Event of Default for as long as the Authority is continuing to take reasonable steps to correct it; or (b) An order or decree shall be entered, with the Authority's consent or acquiescence, appointing a receiver or receivers of the Facility or any part of it or of the revenues of the Authority, or if such order or decree, having been entered without the Authority's consent or acquiescence, shall not be vacated or discharged or stayed on appeal within 60 days after its entry, or any proceeding shall be instituted, with the Authority's consent or acquiescence, for the purpose of effecting a composition between the Authority and its creditors or for the purpose of adjusting such creditors' claims pursuant to any federal or state statute now or hereafter enacted or if the Authority makes an assignment for the benefit of its creditors or admits in writing its inability to pay its debts generally as they become due. Section 6.3. Events of Default by Users. Each of the following shall constitute an Event of Default by a User ("User Default"): (a) The failure by a User to pay any amount under this Agreement within 60 days after receipt of written invoice therefor; provided that failure to pay such User's Pro Rata Share as a result of failure of the governing body of such User to appropriate the necessary monies shall not constitute a User Default; or (b) The failure or refusal by a User to fulfill any of its obligations to Authority in accordance with this Agreement unless such failure or refusal is excused or justified by an Uncontrollable Circumstance; provided that no such failure or refusal shall constitute an Event of Default unless and until: (i) Authority has given prior written notice to such User stating that in its opinion a particular default or defaults (described in reasonable detail in such notice) exist which will, unless corrected, constitute a material breach of this Agreement on the part of the User and which will in its opinion give Authority a right to terminate this Agreement for cause under this Section unless such default is corrected within a reasonable period of time, and (ii) Such User has neither corrected such default nor initiated reasonable steps to correct it within a reasonable period of time (which in any event 17 shall not be less than five days from the date of the notice given 'pursuant to clause (i) of this Section); provided that if User has commenced to take reasonable steps to correct such default within such reasonable period of time, it shall not constitute an Event of Default for as long as User is continuing to take reasonable steps to correct it, unless such default creates an emergency situation which may endanger public health or safety, threaten the environment or endanger the continued operation of the Landfill, in which case an Event of Default shall be deemed to have occurred if such default is not corrected within ten days or less. Section 6.4. Termination on Default. To the extent permitted by Applicable Law, upon the occurrence of an Authority Default, any User, after giving written notice, to all parties, may terminate this Agreement with respect to itself. The termination of this Agreement by any User shall not terminate this Agreement as to any other User. The proper exercise of the right of termination shall be in addition to and not in substitution for, such other remedies, whether damages or otherwise, of the party exercising the right of termination. Subject to the terms and conditions of this Agreement, if any User fails to pay its Tipping Fees or its Pro Rata Share, such User shall remain liable for such amounts and shall continue to be bound by this Agreement. Section 6.5. Survival of Certain Rights and Obligations. No termination of this Agreement shall limit or otherwise affect the rights and obligations of any party that have accrued before the date of such termination. Additionally, all obligations of Users with regard to any Unacceptable Wastes shall survive the termination of this Agreement. Section 6.6. Resolution of Disputes. The parties agree that should any question arise between the Authority and a User who is a signatory to this Agreement relative to either engineering or accounting, it shall be resolved as follows: (a) If as to engineering, then by a majority of a committee of three composed of an engineer appointed by the Authority, an engineer appointed by the User affected, and an independent engineer, to be chosen by the foregoing two; provided, however, should the first two appointees not be able to select the third appointee within thirty (30) days following the date of appointment of the last of the first two appointees, then and in that event, application for 18 appointment of the third arbitrator shall be made to the Circuit Court judges of the 23rd Judicial Circuit of the Commonwealth of Virginia which shall appoint the third arbitrator. (b) If as to accounting, then by a majority of a committee of three composed of the Chief Financial Officer of the affected User, the Authority's chief financial officer, and an independent certified public accountant, to be chosen by the foregoing two; provided, however should the first two appointees not be able to select the third appointee within thirty (30) days following the date of appointment of the last of the first two appointees then application for appointment of the third arbitrator shall be made to the Circuit Court judges of the 23rd Judicial Circuit of the Commonwealth of Virginia which shall appoint the third arbitrator. (c) In either case, the charge of the independent individual shall be borne equally by the affected User and the Authority. ARTICLE VII MISCELLANEOUS Section 7.1. Community Fie. The Authority covenants and agrees to pay to the County the amount of $300,000 and to the City the amount of $100,000 per year payable within 30 days after the close of each Fiscal Year commencing with the first full Fiscal Year after the "Start-Up Date" as a community fee payment in consideration of the location of Facility in their jurisdictions. Such payments shall be made solely from revenues of the Authority derived from Tipping Fees paid by persons and entities using the Landfill other than the County and the City, and, to the extent that such payment shall create an Annual Deficit, the Authority shall calculate the Pro Rata Share for the Users excluding City and County. Section 7.2. Extent of Agreement; Modification. This Agreement represents the entire and integrated agreement between the Users and Authority and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written agreement signed by City, County, Town, and Authority. Authority, City, County, and Town expressly covenant and agree that this Agreement shall not be changed or amended in any manner and the Authority shall not be dissolved or any User permitted to withdraw except as provided in Section 6.4 without the written consent of the governing bodies of the City, the County, and the Town. ~~ ~.,~~- ~. _. ~.., i~ 19 Section 7.3. Assignment. No assignment of this Agreement, or any right occurring under this Agreement, shall be made in whole or part by any User without Authority's express written consent. Users shall not resell to any entity the right to dispose of Acceptable Waste at the Facility, either directly through a User or indirectly through a Designated Hauler, for an amount greater than is paid by such User to Authority for such disposal by User (whether such charge is direct or additive), without the express written consent of Authority, which consent may be withheld by Authority at its sole discretion. Section 7.4. Partnership. Nothing herein shall be construed to constitute a joint venture between Authority and any User or the formation of a partnership. Section 7.5. County of Montgomery and City of Salem as Users. The Authority, the City, the County and Town covenant and agree that prior to three months from the °~ execution of this Members Use Agreement, the County of Montgomery and the City of Salem shall be permitted to join the Authority by executing within such time period an addendum or amendment to this Agreement on substantially the same terms and conditions as contained herein, subject however to the following (1) each such joining jurisdiction would be entitled to one voting representative on the Authority. and the County shall be entitled to one additional voting representative for each such new member to maintain its majority; and (2) the Tipping Fee and any other amounts to be paid by the County of Montgomery or the City of Salem shall be determined by unanimous vote of the Authority as it exists before the addition of any new member. Section 7.6. Authority as Successor to Roanoke County Resource Authority. The parties hereto agree and covenant that upon proper action by the Users, the Authority shall become successor to the Roanoke County Resource Authority. The terms and conditions of this Members Use Agreement are subject to and dependent upon establishment of the Roanoke Valley Resource Authority as successor to the Roanoke County Resource Authority. Section 7.7. Severability of Invalid Provisions. If any clause, provision or section of this Agreement is held to be illegal or invalid by any court, the invalidity of the clause, provision or section will not affect any of the remaining clauses, provisions or sections, and this Agreement will be construed and enforced as if the illegal or invalid clause, provision or section had not been contained in it. Section 7.8. Notices. All notices, certificates, requests or other communications under this Agreement must 20 be in writing and will be deemed given, unless other~~ise required, when mailed by first-class mail, postage p:.epaid, to the addresses set forth below: If to the Authority: Attention: If to the City of Roanoke: Attention: If to the County of Roanoke: Attention: If to the Town of Vinton: Attention: The parties may by notice given under this Section, designate such other addresses as they may deem appropriate for the receipt of notices under this Agreement. If, by reason of the suspension of or irregularities in regular mail service, it is impractical to mail notice of any event when notice is required to be given, then any manner of giving notice which is satisfactory to the intended recipient will be deemed to be sufficient. Section 7.9. Litigation. The Authority is not a party to any legal, administrative, arbitration or other proceeding or controversy pending, or, to the best of the Authority's knowledge, threatened, which would materially adversely affect the Authority's ability to perform under this Agreement. Each User represents as to itself that it 21 is not a party to any legal, administrative, arbitration, or other proceeding or controversy pending, or, to the best of its knowledge, threatened, which would materially and adversely affect its ability to perform under this Agreement. Section 7.10. Further Documents and Data. The parties to this Agreement will execute and deliver all documents and perform all further acts that may be reasonably necessary to perform the obligations and consummate the transactions contemplated by this Agreement. Section 7.11. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will be an original, and the counterparts taken together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have each caused this Agreement to be signed as of the date above written. AUTHORITY: ROANOKE COUNTY RESOURCE AUTHORITY By: Its: CHARTER MEMBER USERS: COUNTY OF ROANOKE By: Its: CITY OF ROANOKE By: Its: TOWN OF VINTON By: Its: 22 ARTICLES OF AMENDMENT OF THE ROANOKE COUNTY RESOURCE AUTHORITY The Board of Supervisors of Roanoke County, the Town Council of the Town of Vinton, and the Council of the City of Roanoke have by concurrent resolution adopted the following amendments to the Articles of Incorporation of the Roanoke County Resource Authority of Virginia, pursuant to the Virginia Water and Sewer Authorities Act (Chapter 28, Title 15.1, 1950 Code of Virginia, as amended) ("Act"): 1. The Articles of Incorporation shall be amended by striking out ARTICLE I and substituting the following: The name of the Authority shall be the Roanoke Valley Resource Authority and the address of its principal office is 3738 Brambleton Avenue, Roanoke, Virginia 24018-0798. 2. The Articles of Incorporation shall be amended by striking out ARTICLE II and substituting the following: The names of the incorporating political subdivisions are the County of Roanoke, Virginia; the City of Roanoke, Virginia; and the Town of Vinton, Virginia. The County of Roanoke, the City of Roanoke, and the Town of Vinton, as the incorporating political subdivisions, hereby acknowledge, covenant, and agree that these Articles of Incorporation shall not be further amended or changed without the express agreement of each of the governing bodies of each of the incorporating political subdivisions. Neither of the following actions shall be taken or permitted to occur by the Authority without the consent of the City of 1 Roanoke and the County of Roanoke as expressed by the affirmative vote of all City and County representatives on the Authority: (1) Any change in the terms or conditions of design or operation of the Transfer Station located in the City of Roanoke as set forth in the Solid Waste Transfer Facility Design Criteria, dated March 19, 1991, and the Solid Waste Transfer Facility Operating Criteria, dated May 21, 1991, as approved by the Roanoke City Planning Commission on June 5, 1991, and the Part A and Part B applications for the Transfer Station as approved by the Commonwealth of Virginia, or any expansion or modification thereof or use by any persons or entities other than City, County, or Town; (2) Any change in the terms and conditions of the design or operation of the Landfill located in Roanoke County as set forth in the special use permit and the Landfill Permit Conditions and Operating Policies, Action 62789-10 and Resolution 62789-12, each dated June 27, 1989, and the Part A and Part B applications for the Landfill as approved by the Commonwealth of Virginia. Since the Landfill and Transfer Station are scarce and valuable resources, and because the incorporating political subdivisions have a common interest in insuring that the Landfill is utilized in the best possible and most efficient manner, the incorporating political subdivisions agree that Authority membership and operation and use and operation of the Transfer Station and Landfill shall be governed by the terms and conditions of the Roanoke Valley Resource Authority Members Use Agreement ("Use Agreement") dated October 23, 1991. 2 3. The Articles of Incorporation shall be amended by striking out ARTICLE III and substituting the following: The names, addresses, and terms of office of the members of the Board of the Roanoke Valley Resource Authority ("Authority") are as follows: 1. 2. 3. 4. 5. 6. 7. The terms of office of each of the members shall become effective on the date of issuance of a certificate of joinder for the Authority by the State Corporation Commission in accordance with the provisions of Section 15.1-1248 of the Act. The governing body of each participating political subdivision shall appoint the number of members, who may be members of the governing body, set forth opposite its name below: County of Roanoke - four City of Roanoke - two Town of Vinton - one It being the intention of these Articles that the governing body of the County of Roanoke shall always appoint a majority of the members, whenever an additional political subdivision shall join the Authority, such governing body shall be entitled to 3 appoint one or more additional members in order to maintain such majority. Initially, the governing body of the County of Roanoke shall appoint one member for a four-year term, one member for a three- year term, and two members for a two-year term. Initially, the governing body of the City of Roanoke shall appoint one member for a four-year term and one member for a three-year term. Initially, the governing body of the Town of Vinton shall appoint one member for a four-year term. After the initial terms, each member shall be appointed for a four-year term or until his successor is appointed and qualified. Any additional members appointed by the County of Roanoke to maintain its majority pursuant to the foregoing paragraph shall also be appointed for four-year terms. The governing body of each political subdivision shall be empowered to remove at any time, without cause, any member appointed by it and appoint a successor member to fill the unexpired portion of the removed member's term. Each member may be reimbursed by the Authority for the amount of actual expenses incurred by him in the performance of his duties. 4. The Articles of Incorporation shall be amended by striking out ARTICLE IV and substituting the following: The purpose for which the Authority is to be formed is to exercise all the powers granted to the Authority to acquire, finance, construct, operate, manage and maintain a garbage and refuse collection and disposal system and related facilities 4 pursuant to the Act. For purposes of these ArticlE~s, and any contracts or documents entered into on behalf of Authority, "garbage and refuse collection and disposal system and related facilities" shall mean collection and disposal of garbage and refuse at and through a transfer facility owned and operated by the Authority and the associated landfill or disposal operations only. The Authority shall not be authorized to engage in or provide for individual residential or business collection activities or services. The Authority shall contract with the County of Roanoke, the City of Roanoke, and the Town of Vinton to furnish garbage and ~ refuse collection and disposal services upon identical terms and conditions including the same schedule of service rates, fees and charges of all types which shall be uniformly applicable to such political subdivisions. Subject to the terms of the Use Agreement, the Authority may contract with other political subdivisions to furnish garbage and trash disposal services upon such terms and conditions as the Authority shall determine. The Authority may contract to make host locality payments to Roanoke County and Roanoke City to compensate the County and City in consideration of location of facilities within their communities. It is not practicable to set forth herein information regarding preliminary estimates of capital costs, proposals for specific projects to be undertaken, or initial rates for the proposed projects. 5. The Articles of Incorporation shall. be amended by striking out ARTICLE V and substituting the following: The Authority shall serve the County of Roanoke, the City of 5 Roanoke, the Town of Vinton and, to the extent permitted by the Act and by the terms of these Articles and the Use Agreement, such other public or private entities as the Authority may determine upon the terms and conditions established pursuant to such contracts. 6. The Articles of Incorporation shall be amended by adding a new ARTICLE VI as follows: The Authority shall cause an annual audit of its books and records to be made by the State Auditor of Public Accounts or by an independent certified public accountant at the end of each fiscal year and a certified copy thereof to be filed promptly with the governing body of each of the incorporating political subdivisions. c: \wp51 \landfill\articles 6 ROANOKE VALLEY RESOURCE AUTHORITY BY-LAWS WHEREAS, pursuant to the Virginia Water and Sewer Authorities Act, Chapter 28, Title 15.1, Code of Virginia (1950), as amended, the governing bodies of the County of Roanoke, the City of Roanoke, and the Town of Vinton have established the Roanoke Valley Resource Authority for the purpose of establishing and operating a garbage and refuse collection and disposal system at and through a transfer facility, landfill and related facilities; and WHEREAS, the Roanoke Valley Resource Authority desires to enact by-laws governing the manner in which the Authority's business may be transacted and in which the power granted to it may be enjoyed. NOW, THEREFORE, BE IT RESOLVED by the Roanoke Valley Resource Authority that the following by-laws are hereby enacted: BY-LAWS ROANOKE VALLEY RESOURCE AUTHORITY ARTICLE I - SEAL The seal of the Authority shall be circular and shall have inscribed thereon, within and around the circumference, the following: "THE ROANOKE VALLEY RESOURCE AUTHORITY" in the center shall be the word "SEAL". ARTICLE II - AUTHORITY MEETINGS 1. Regular meetings of the Authority shall be held at least once per calendar month at such time or times as may be prescribed by resolution adopted by the Authority. When any regular meeting of the Authority shall fall on a legal holiday of any participating political subdivision, then such meeting shall be held on the next following regular business day. Regular meetings of the Authority shall be held at such place as the Authority may from time to time direct. The first regular meeting in of each year shall be the annual meeting of the Authority at which officers shall be elected. 2. Special meetings of the Authority may be held at any time and place upon the call of any individual Authority member upon at lease twelve hours written notice to each member served personally or left at his usual place of business or residence. Notice of any special meeting of the Authority may be waived in writing either before or after the meeting and shall be deemed waived by attendance at any such meeting. Special meetings shall be held at such place and time as may be specified in the notice thereof. 3. If any disagreement in the conduct of any meeting or the order of business shall arise, the rules of parliamentary procedures as set forth in the most recent edition of Robert's Rules of Order shall prevail, providing that the terms and conditions of the Articles of Incorporation for the Roanoke Valley Resource Authority and the Roanoke Valley Resource Authority Members Use Agreement shall in all cases be controlling. 4. In absence of the Chairman and Vice-Chairman, the Authority shall appoint a Chairman pro tempore who shall preside at the meeting. 2 ARTICLE III - OFFICERS AND THEIR DUTIES 1. The Authority shall annually elect a Chairman and a Vice- Chairman from their membership, and a Secretary and Treasurer. The Secretary and Treasurer need not be members of the Authority. The offices of Secretary and Treasurer may be combined. The Authority may appoint a Chief Executive Officer, who shall not be an Authority member, who shall exercise such powers and duties as may be delegated to him by the Authority. 2. The Authority shall, at its annual meeting each year, or if a quorum is not present at such meeting, then at the next regular meeting or at the next special meeting called for such purpose at which a quorum is present, elect officers to hold office for one year or until their successors are duly elected and qualified unless their term of office shall expire or they are removed prior to such time. If any offices become vacant during the year for any cause, the Authority shall at the next regular meeting fill the same. 3. The Chairman, or in his absence the Vice-Chairman, shall preside at all meetings of the Authority and perform all of the duties commonly incident to such office and shall perform such other duties and have such other powers and authority as may be conferred from time to time by the Authority in accordance with law. 4. The Secretary shall have charge of the seal and perform all of the duties commonly incident to such office and shall perform such other duties and have such other powers and authority 3 as may be conferred from time to time by the Authority in accordance with law. The Secretary shall act as recording secretary of the Authority. 5. The Treasurer shall have custody of all the Authority's funds and shall deposit them in the Authority's name in such bank or banks as the Authority may select and shall at all reasonable times exhibit his books and accounts to any member of the Authority or to any members of the governing bodies of any member participating political subdivision. In addition, the Treasurer shall perform all of the duties commonly incident to such office and shall perform such other duties and have such other powers and authority as may be conferred from time to time by the Authority in accordance with law. 6. The Chief Executive Officer shall perform such duties as may be incidental to his position or assigned to him. With the approval of the Authority, he may employ such person or persons as may be necessary in the operation of landfill facilities within the funds that are allocated for such purposes. 7. The Chief Executive Officer and the Treasurer shall be bonded in an amount deemed reasonable to cover funds at their disposal, the cost of such bond to be paid out of the Authority's funds. 8. The Authority may contract with a participating political subdivision for services to produce warrants or checks for expenditures of the Authority. Such warrants or checks shall be 4 created and issued upon the written request of the Authority's Chief Executive Officer and the Chairman or his written designee. 9. A monthly statement of receipts and disbursements shall be submitted by the Authority's Chief Executive Officer to the Treasurer and the Authority. ARTICLE IV - AMENDMENTS These By-Laws may be amended or repealed and new By-Laws may be made by unanimous vote of all representatives on the Authority at any regular or special meeting of the Authority. UNANIMOUSLY ADOPTED at the organizational meeting of the Roanoke Valley Resource Authority held on the day of 19 APPROVED: ATTEST: Chairman Secretary 5 ASSIGNMENT AGREEMENT THIS AGREEMENT made and entered into this 23rd day of October, 1991, by and between the ROANOKE VALLEY REGIONAL SOLID WASTE MANAGEMENT BOARD, hereinafter the "Board"; the ROANOKE COUNTY RESOURCE AUTHORITY (or its successor), hereinafter the "Authority"; the CITY OF ROANOKE, a municipal corporation, hereinafter the "City"; the TOWN OF VINTON, a municipal corporation, hereinafter the "Town"; the COUNTY OF ROANOKE, a political subdivision of the Commonwealth of Virginia, hereinafter the "County"; the municipal corporations and political subdivision hereinafter individually and collectively referred to as "Political Subdivisions." W I T N E S S E T H WHEREAS, the Political Subdivisions have entered into an agreement, dated July 29, 1975, providing for the operation of a regional sanitary landfill and establishing the Board; and WHEREAS, the Authority intends to enter into certain contracts relating to the siting of new regional solid waste disposal facilities in Roanoke County (landfill) and Roanoke City (transfer station) and the filing of Part A and Part B applications for said facilities pursuant to the Roanoke Valley Resource Authority Members Use Agreement dated October 23, 1991; and WHEREAS, the Board desires to confirm its authority to engage in activities with respect to the siting of new regional solid waste disposal facilities in the City and the County and enter into certain contracts and make payment therefor; and 1 WHEREAS, the governing bodies of the Political Subdivisions have, by duly adopted resolutions, ratified the activities of the Authority and authorized this Agreement setting forth the terms and conditions of any Contracts necessary for the purposes set forth herein and agreed to establish the Roanoke Valley Resource Authority as successor to the Roanoke County Resource Authority. THEREFORE, FOR AND IN CONSIDERATION of the premises and of the several covenants and agreements hereinafter contained, the parties hereto do hereby covenant and agree as follows: 1. In consideration of ONE DOLLAR ($1.00) paid by the Authority to the Board, receipt of which is hereby acknowledged, there is hereby assigned to the Authority the duties and responsibilities to site a new regional solid waste disposal facility or facilities, including landfill and transfer station, and including acquisition of real estate, design, and permitting, but not construction. There is also assigned to the Authority access to the technical and administrative resources of the Board to accomplish these duties and responsibilities. 2. The Authority shall be reimbursed by the Board within sixty (60) days for its payments to contractors of fees, expenses, and charges arising under contracts relating to the siting of a new regional solid waste disposal facility or facilities, including landfill in Roanoke County and transfer station in Roanoke City upon receipt of appropriate documentation submitted by the Authority to the Board. Reimbursement for the siting of these facilities shall also include 2 • fees, expenses, and charges for the preparation and submission of Part A and Part B permits for said facilities to the Virginia Department of Waste Management; • the acquisition of real estate for these facilities; • site preparation; • environmental audits of all real estate to be acquired; • the design of all improvements and facilities required for the purposes of the Authority; • the establishment of suitable reserves and payments therefrom as required by the special use permit adopted by Roanoke County on June 27, 1989, and Resolution 62789- 12, and Solid Waste Transfer Facility Design Criteria, dated March 19, 1991, and Solid Waste Transfer Facility Operating Criteria dated May 21, 1991, as approved by the Roanoke City Planning Commission on June 5, 1991; • reasonable costs necessary for personnel and benefits, administration, legal, financial and office expenses; and • appropriate expenses related to these items. Such reimbursement may take the form of direct invoicing as mutually agreed by the Board and the Authority. 3. The aggregate reimbursement payments by Board for the payments authorized in paragraph 2 shall not exceed $3 million without the written agreement of the Board and each Political Subdivision. 3 4. Upon the determination by all of the members of the Board that the remaining unencumbered financial resources of the Board are not necessary for closure at the existing operating area or for the expansion and closure of waste disposal operations into additional areas unpermitted as of the date of this agreement, and upon the identification and establishment of an escrow account with appropriate financial resources for post-closure responsibilities, the Board shall convey and transfer to the Authority all of its remaining unencumbered financial resources (cash and investments). These financial resources may be expended by the Authority only for those purposes set forth in the Articles of Amendment of the Roanoke Valley Resource Authority, copy of which is attached hereto as Exhibit "A". 5. All written materials, including without limitation, reports, memoranda, letters, and correspondence prepared by or caused to be prepared by contractors under these Contracts shall be forwarded forthwith to the chief administrative official of each Political Subdivision and to the Board. 6. The terms and conditions of this agreement are subject to and dependent upon establishment of the Roanoke Valley Resource Authority as successor to the Authority pursuant to the terms of the Members Use Agreement between the Authority, City, County, and Town dated as of October 23, 1991. 4 IN WITNESS WHEREOF, the parties hereto have made and executed this agreement, in five duplicate originals, as of the day and year first above written. ROANOKE VALLEY REGIONAL SOLID WASTE MANAGEMENT BOARD By John H. Parrott, Chairman c: \wp51\landfill\assign.agr By CITY OF ROANOKE By TOWN OF VINTON By COUNTY OF ROANOKE ROANOKE COUNTY RESOURCE AUTHORITY By 5 DISTRIBUTION AND INDEMNIFICATION AGREEMENT THIS AGREEMENT made and entered into this 23rd day of October 1991, by and between the ROANOKE VALLEY REGIONAL SOLID WASTE MANAGEMENT BOARD, hereinafter the "Board"; the ROANOKE COUNTY RESOURCE AUTHORITY (or its successor), hereinafter the "Authority"; the CITY OF ROANOKE, a municipal corporation, hereinafter the "City"; the TOWN OF VINTON, a municipal corporation, hereinafter the "Town"; the COUNTY OF ROANOKE, a political subdivision of the Commonwealth of Virginia, hereinafter the "County"; the municipal corporations and political subdivision hereinafter individually and collectively referred to as "Political Subdivisions." W I T N E S S E T H THEREFORE, FOR AND IN CONSIDERATION of the premises and of the several covenants and agreements hereinafter contained, the parties hereto do hereby covenant and agree as follows: 1. The current personnel of the Board shall become employees of the Roanoke Valley Resource Authority (1) upon its creation as successor to the Authority, (2) as the Authority determines they are needed, and (3) as the Board determines they are available. The parties agree that these employees may elect to remain as employee members of the City of Roanoke Pension Plan or such employees may elect to participate in the Virginia Retirement System (VRS) or such other system established by the Authority. The Authority shall make such contribution to the City of Roanoke Pension Plan or VRS on behalf of such employees as the Board or City would have made if such employees had continued to 1 work for the City. The Authority shall honor all seniority vacation and sick leave accrued to such employees as of the date of becoming employees of the Authority, while employees of the City. This provision shall not be construed so as to preclude the Authority from adopting its own personnel rules and regulations which may include provisions for hiring, termination, layoff, salaries, benefits and discipline. The Authority may contract with any participating political subdivision, private persons, or other entities for management, personnel, financial, engineering, procurement or legal services upon terms and conditions to be agreed upon between the Authority and the service provider. 2. Upon the "Start-up date," or sooner if available and agreed, all of the equipment, vehicles, and personal property, excluding, however financial assets (cash and investments) of the Board, shall be transferred to the Authority, except those items expressly rejected by the Authority or those items to be retained by the Board for closure responsibilities. 3. The real estate acquired and held by the parties for the benefit of the Board, being the site of the current landfill operations located off Rutrough Road in the County, shall be held or disposed of in accordance with the provisions of Section 11 and Section 14 of the July 29, 1975, agreement. 4. The financial assets, cash, and investments of the Board shall be transferred to the Authority, subject to the provisions of 2 M the Assignment Agreement between the parties dated the same date as this agreement. 5. In exchange for the conveyance of the personal property, equipment, and unencumbered financial assets (cash and investments) not required for outstanding obligations and closure of the Board to the Authority, the Authority shall assume the responsibility for post-closure care and monitoring of the landfill operated by the Board. In addition, the Authority shall indemnify and hold harmless the Board and the Political Subdivisions, and assume the responsibility and liability for the cost and expense arising out of the dumping, storage, release, or disposal of waste on, in, or from the landfill site operated by the Board off Rutrough Road in the County, including but not limited to any and all study and investigation costs, expenses, cleanup costs, response costs, environmental fines or penalties pursuant to applicable federal, state, or local laws or regulations including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act (CERCLA). 6. The Board shall conduct an appropriate internal turnover audit as it deems necessary to be reviewed by representatives of the Finance Departments of the City, County, and Town and shall convey all personal property, equipment, or other assets as described above to the Authority free and clear of all security interests, liabilities, obligations, and encumbrances of any sort. The Board warrants that only unencumbered assets will be transferred to the Authority hereunder. The Board warrants that 3 except for obligations imposed by applicable law or regulations relating to closure or post closure care there are no known outstanding claims of any persons or parties against the Board, nor are there any known outstanding claims by any employees of the Board, and the Board expressly states that no claims of, by, or on behalf of any employees arising prior to distribution are being transferred to any party except as expressly stated herein. The Board shall remain fully liable for the payment of all bills, accounts payable, or other claims against the Board created prior to distribution except for the environmental claims or liabilities addressed in paragraph 5 of this agreement. All claims, losses, damages, liabilities and expenses of the Board not otherwise the responsibility of the Authority hereunder shall be payable from the assets of the Board prior to distribution of the assets to the Authority. 7. The terms and conditions of this agreement are subject to and dependent upon establishment of the Roanoke Valley Resource Authority as successor to the Authority pursuant to the terms of the Members Use Agreement between the Authority, City, County, and Town dated as of October 23, 1991. IN WITNESS WHEREOF, the parties hereto have made and executed this agreement, in five duplicate originals, as of the day and year first above written. ROANOKE VALLEY REGIONAL SOLID WASTE MANAGEMENT BOARD By John H. Parrott, Chairman 4 c: \wp51\landfill\distri.agr CITY OF ROANOKE By TOWN OF VINTON By COUNTY OF ROANOKE By ROANOKE COUNTY RESOURCE AUTHORITY By 5