forked from nm3clol/nm3clol-public
4128 lines
170 KiB
Markdown
4128 lines
170 KiB
Markdown
---
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type: document
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title: Landfill Host Agreement (REDLINE) 1.22.24
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file: ../Landfill Host Agreement (REDLINE) 1.22.24.pdf
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tags:
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- Gentry_Locke
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- 2024-06-14-Gentry_Locke_FOIA
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||
docDate: null
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contentType: application/pdf
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||
contentLength: 372896
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||
sha256sum: 931594cafb4e7d3eaca428654f43740a940838a6cd95710905b73885f67ca8db
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||
sha1sum: 8d732117b77e09e69450591c0220459bd5570fbb
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||
---
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1
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GL DRAFT 8.3.2310.12.23
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||
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LANDFILL HOST AGREEMENT
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THIS LANDFILL HOST AGREEMENT (this “Agreement”), dated as of [●], 2023
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||
(“Effective Date”), is by and between RUSSELL COUNTY, VIRGINIA, a body politic and political
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||
subdivision of the Commonwealth of Virginia (the “County”), and [THE NOVA COMPANY OF
|
||
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||
VIRGINIA]1, a [●] corporation (“Company”). The County and the Company may each hereinafter be
|
||
referred to individually as a, “Party” or collectively as, the “Parties”.
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||
|
||
WHEREAS, Company owns that certain real property located within the County of Russell,
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||
Virginia, which is more particularly described on Exhibit A attached hereto (the “Property”);
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||
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||
WHEREAS, the Company desires to construct a landfill on the Property (the “Landfill”),
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||
which shall be for the disposal of solid non-hazardous waste; and
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||
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||
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and
|
||
conditions that will govern the operation of the Landfill.
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||
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||
NOW, THEREFORE, in consideration of the mutual obligations and undertakings set forth
|
||
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
|
||
acknowledged, the Parties agree to the following:
|
||
|
||
1. Conditions Precedent to Operation of the Landfill.
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||
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||
1.1. Pre-Development Conditions. Prior to commencing development and construction of the
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||
Landfill, Company shall satisfy the following conditions (collectively, the “Pre Development
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||
Conditions”) to the County’s sole satisfaction:
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||
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||
(a) Company shall submit to the County a pre-development package (the “Pre
|
||
Development Package”) containing, which shall incorporate the following:
|
||
|
||
(i) a list of all Governmental Authorizations , including the Permit, required for
|
||
the Landfill (collectively, the “Required Authorizations”), and a schedule indicating when each such
|
||
item is expected to be obtained;
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||
|
||
(ii) a list of all professionals, contractors, and other advisors engaged (or
|
||
expected to be engaged) by the Company to assist in the development of the Landfill;
|
||
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||
(iii) a development budget and construction schedule for development of the
|
||
Landfill;
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||
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||
(iii) (iv)plans When available, a copy of Permit Plans and specifications for the
|
||
development of the Landfill, which shall include, at a minimum, (A) a site plan and working drawings
|
||
and specifications setting forth in detail all work to be done with respect to the development of the
|
||
Landfill., which shall comply with all applicable federal, state, and local laws, rules, ordinances,
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||
regulations, standards,
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||
|
||
1
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||
Legal entity name/place of incorporation to be confirmed.
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||
|
||
1
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||
|
||
26898/3/11289025v3
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||
|
||
26898/3/11418787v4
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||
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||
GL DRAFT 8:3:2310.12.23
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||
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||
LANDFILL HOST AGREEMENT
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||
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||
THIS LANDFILL HOST AGREEMENT (this “Agreement”), dated as of [#], 2023
|
||
(Effective Date”), is by and between RUSSELL COUNTY, VIRGINIA, a body politic and political
|
||
subdivision of the Commonwealth of Virginia (the “County”), and ITHE NOVA COMPANY OF
|
||
4 [8] corporation (“Company”). The County and the Company may each hereinafter be
|
||
referred to individually as a, “Party” or collectively as, the “Parties”
|
||
|
||
WHEREAS, Company owns that certain real property located within the County of Russell,
|
||
Virginia, which is more particularly described on Exhibit A attached hereto (the “Property”);
|
||
|
||
WHEREAS, the Company desires to construct a landfill on the Property (the “Landfill”),
|
||
which shall be for the disposal of solid non-hazardous waste; and
|
||
|
||
WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and
|
||
conditions that will govern the operation of the Landfill.
|
||
|
||
NOW, THEREFORE, in consideration of the mutual obligations and undertakings set forth
|
||
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
|
||
acknowledged, the Parties agree to the following:
|
||
|
||
1, Conditions Precedent to Operation of the Landfill.
|
||
|
||
1.1. Pre-Development Conditions. Prior to commencing development and construction of the
|
||
Landfill, Company shall satisfy the following conditions (collectively, the “Pre Development
|
||
Conditions” “ounty” i
|
||
|
||
(a) Company shall submit to the County a pre-development package (the “Pre
|
||
Development Package”) containing, which shall incorporate the following:
|
||
|
||
dob d-ay-th he- develop the Landfill:
|
||
P P
|
||
development budget and hedule-fordevelopment-of the
|
||
Landfill
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||
(iii) @v)plans When available, a copy of Permit Plans and specifications for the
|
||
|
||
development of the Landfill, which shall include,-#t-a-minimum; (A) a site plan and working drawings
|
||
|
||
and specifications setting forth in detail-s! work to be done with respect to the development of the
|
||
Landiill,-which-shall—comply-with-all-applicable-federal-s i oeal 4 les-_ordine
|
||
|
||
' Legal entity name/place of incorporation to be confirmed,
|
||
|
||
+
|
||
|
||
26808/3/44280025v3
|
||
26898/3/1 141878704
|
||
|
||
|
||
|
||
|
||
2
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
rules, governmental requirements and policies, administrative rulings, court judgments and decrees,
|
||
and all amendments thereto (collectively, “Laws”), including, without limitation, 9VAC20-81-120 and
|
||
9VAC20-81-130Governmental Requirements, (B) the liner base to be used in the Landfill; (C) a list
|
||
of equipment required for structural, life safety, mechanical, electrical, and plumbing systems, (D)
|
||
access points to the Landfill, including rail and road access; (E) plans for parking and other facilities,
|
||
(Fand (C) landscaping, buffers, and vegetative screening, and (G) all other details reasonably requested
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||
by the County;
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||
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||
(iv) (v)a study by qualified persons with respect to rail access to the Landfill,
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||
which shall include detailed analyses of anticipated routes and the impact of the Landfill on rail traffic
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||
in the surrounding area, provided by one or more qualified persons;
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||
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||
(iiv) (vi)a traffic study by qualified persons, which shall includes detailed
|
||
analyses of anticipated travel routes and the impact of the Landfill on traffic volume in the surrounding
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||
area, provided by one or more qualified persons;;
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||
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||
(viii) Company shall retain the services of a qualified engineering consultant
|
||
with experience in evaluating the potential for mine subsidence and its possible effects on the integrity
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||
of the Landfill, the Landfill Liner System, the Leachate Management System, and the Groundwater
|
||
Monitoring System, and obtain an evaluation from such consultant that will identify underground mine
|
||
workings below the Landfill or within the angle of draw/angle of critical deformation where subsidence
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||
could impact the Landfill. The evaluation will further consider the depth of mining, thickness of the
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||
coal seam, extent of mine voids (percent extraction), whether the coal seam was pillared (retreat
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||
mining), the angle of draw (typically 15° in the surrounding Appalachian area), the angle of
|
||
deformation (typically 30° in the surrounding Appalachian area), and any overburden characteristics
|
||
in providing estimates of possible mine subsidence. The designs of the Landfill Liner System, the
|
||
Leachate Management System, and the Groundwater Monitoring System shall each be sufficient to
|
||
mitigate or withstand the estimated maximum mine subsidence; otherwise, Company shall be design
|
||
and implement a mine subsidence stabilization program (such as full roof contact grouting) to prevent
|
||
possible future mine subsidence from negatively impacting the Landfill. Such evaluation shall be
|
||
submitted to the County;
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||
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||
(vii) a Phase I and/or Phase II Environmental Site Assessment with respect to
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||
the Landfill and/or an environmental impact study showing the potential impacts of the Landfill on its
|
||
surroundings, as well as measures to mitigate or compensate for such impacts, in each case provided
|
||
by one or more qualified persons;
|
||
|
||
(viii) studies addressing the impact of impoundments, and the proximity of mine shafts, at or near the
|
||
Landfill site, provided by one or more qualified persons;
|
||
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||
(vii) an evaluation of slope stability for all components of the Landfill, including the design and
|
||
construction of the Landfill. This evaluation shall include, but not be limited to, the Landfill Liner
|
||
|
||
System and prepared subgrade, slopes/embankments of coal refuse fills and impoundments, natural
|
||
ground slopes under and around the Landfill, and temporary and final slopes of the developed
|
||
|
||
Landfill. This evaluation shall also take into consideration static and seismic cases and include soil,
|
||
coal refuse, and waste material strength parameters based on the
|
||
|
||
2
|
||
|
||
GL DRAFT 8,3.2310.12.23
|
||
|
||
- a Pe 7 Sr # Ss
|
||
9VAC20-81- 1306 LR. 'B) the Hiner by beused inthe Landfill i
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||
£-eqiip fe 1 -life-safety,-mechanical,_el i bi
|
||
he Landfill-including-rail-and road. E fe oth
|
||
buffers-and: ‘¢ sonabh
|
||
idy_by-qualified h-resp n he—Landfill
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||
Jhich-shall-include detailed anal: £ d bth he Landfill Heaffi
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||
ly ip i
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||
" vf ded bs ified
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||
oF Pe 3
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||
|
||
Giv) (via traffic study_by qualified persons, which-shel! includes detailed
|
||
analyses of anticipated travel routes and the impact of the Landfill on traffic volume in the surrounding
|
||
|
||
area, provided by-one-or more-qualified persons;
|
||
|
||
(viii) Company shall retain the services of a qualified engineering consultant
|
||
with experience in evaluating the potential for mine subsidence and its possible effects on the integrity
|
||
|
||
of the Landfill the-Landfit-t she-Leachate-Mi 1th .d
|
||
M d-obi ri mn stant that will identify-unde "
|
||
‘ings below-the Landfill hin-the angle of draw/angle of eritieal- deforma ‘here-subsidenc
|
||
1 ai i ether-the-coal iHared:
|
||
he-angle-of-d eally_15°_in_the—s di achi the-angle-of
|
||
def Hy 30° ins dj Jach; é ‘burden ch
|
||
* £ possibh bsidence—Fhe-d the _Land fille "
|
||
hstand-the maxi ine- subsidence oth z hall-be-d
|
||
dimph subsid bil ‘has fall-roof es
|
||
‘ble-fi spsidence-fi 1 ‘he-Landfill_Such_evali ‘hall-be
|
||
Phase-Landéor Phase HE n hb
|
||
i
|
||
he-Landfill-and ‘Himpaet-study-sh hy 1 fthe Landfill-onits
|
||
i pet ip
|
||
ve im for-such he ided
|
||
a i pacts; Pi
|
||
dies-add: i” f m the cf: aft "
|
||
|
||
for all components of the Landfill, including the design and
|
||
|
||
construction of the Landfill. Fhi f hall includ
|
||
v ‘dsubprade—sh bank ‘refuse _fills-and " +
|
||
1 slopes-under-and- .d-the- Landfill-and finals £ the-developed
|
||
Landfill-This eval ‘halhalso-take di sei: inelude-soil
|
||
Prefase-and " based-on-th
|
||
|
||
|
||
|
||
|
||
|
||
3
|
||
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
results of sufficient samples and laboratory testing. Factors of safety will be in accordance with the
|
||
current standards of practice for geotechnical engineering, but no less than a factor of 1.5 for static
|
||
conditions and a factor of 1.3 for seismic conditions, as calculated in a reasonably appropriate manner;
|
||
|
||
(viii) a dewatering plan and evaluation of the remaining materials under, or to
|
||
be placed under, the Landfill, in a manner that is reasonable given the historical uses of the Property
|
||
with respect to saturated coal refuse and soil, and the impoundment of water and coal refuse wastes.
|
||
Company’s evaluation of such materials shall include the performance of such materials when covered
|
||
by the Landfill, and shall make a determination as to whether such materials will adequately support
|
||
the Landfill. In addition, this evaluation shall include bearing capacity, anticipated settlement and
|
||
consolidation, and other engineering analyses to determine whether the Landfill Liner System will
|
||
perform acceptably;
|
||
|
||
(ix) Company’s plans for monitoring, detecting, collecting, storing, and
|
||
transporting leachate at the Landfill, which shall comply with 9VAC20-81-210, and monitoring
|
||
groundwater, which shall comply with 9VAC20-81-250; ; provided, that, at a minimum, the Landfill
|
||
shall include a leachate leak detection system, a leachate management system (the “Leachate
|
||
Management System”), which shall include a leachate leak detection system, and a leachate collection
|
||
system, facility capable of storing leachate for up to ninety sixty (90) days (the “Leachate Storage
|
||
Facility”)60) days, and leachate conveyance piping. Company shall demonstrate that the engineering
|
||
design of the Leachate Management System is sufficient and will adequately perform during the Term
|
||
and with respect to all reasonably anticipated post-closure requirements;
|
||
|
||
(x) Company’s plans for monitoring, detecting, preventing, storing, removing,
|
||
and remediating the impacts of household hazardous wastes, including, without limitation, paints,
|
||
cleaning chemicals, motor oil, batteries, pesticides, and household appliances, such as refrigerators,
|
||
window air conditioners, and other appliances that use ozone-depleting refrigerants (collectively,
|
||
“Household Hazardous Wastes”);
|
||
|
||
(xi) the anticipated daily disposal volume of the Landfill;
|
||
|
||
(xii) the anticipated service area of the Landfill;
|
||
|
||
(xiii) a pro-forma operating budget for the Landfill;
|
||
|
||
(xiv) a closure plan, which shall comply with the requirements of 9VAC20-
|
||
81-160; and
|
||
|
||
(xv) any other information reasonably requested by the County.
|
||
|
||
(b) In the event the County has comments to the Pre-Development Package,
|
||
Company agrees to revise and resubmit the Pre-Development Package.
|
||
|
||
3
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||
|
||
GL DRAFT 8-3-2310.12.23
|
||
|
||
su Jes-and-tabe = £ sa fety-willbe J the
|
||
ditions and-a-fi wEY: ‘ Jeulated: sonabk
|
||
rf Jan-and-eval the Is-und
|
||
be-placed-under_the Landfill 3 hat-is abl the historical uses-of the—P:
|
||
hy .d-coal-tefuse-and th " d-coal—refi
|
||
seval Esuch Js shall inchide the perf Esuch swe 4
|
||
by-the- Landfill and-shall- make-a-d shether-such Is-willad "
|
||
he-Landfill_In-addition thi r shal-inchade-bs d-setth d
|
||
consolida doth n 4 hether-the Landfill m
|
||
|
||
(ix) Company’s plans for monitoring, detecting, collecting, storing, and
|
||
transporting leachate at the Landfill, which shall comply with 9VAC20-81-210,-2nd- monitoring
|
||
|
||
‘hich shall ty-with OVAC20-SE ded th: LandGill
|
||
> pt ores -
|
||
shall_include-a_k Jeak_detecti a sys he “Leachate
|
||
|
||
M 5: shich shall inelade-a leach da-leachatecolk
|
||
facil ble of. leachate fe days (the “Leach:
|
||
P P s s 1
|
||
Facility}60)-< i-leach _ all_demonstrate-that-th
|
||
a .£the-Leachate Mi fick d-will-ad Jy-perform-during the Te
|
||
ith et-to-all abl r 1
|
||
|
||
(x) Company’s plans for monitoring, detecting, preventing, storing, removing,
|
||
and remediating the impacts of household hazardous wastes, including, without-Himitation, points
|
||
|
||
4 1b .des-and household appl hasrefi
|
||
a = pe a PPI a is -
|
||
|
||
indow2 Jiioners_and other appliances that us depleting refi +-(collectively,
|
||
“Household Hazardous Wastes”);
|
||
|
||
fe budget for the Landfill:
|
||
PI Pp
|
||
1 Jant-which-shall y-with-th f OVACR
|
||
Plans !
|
||
$1460:and
|
||
ther inf bh sted- by the C
|
||
4
|
||
bint " hi he Pre-Devel Pack
|
||
Pr %
|
||
d- resubmit the Pre Des Pack
|
||
i Pi
|
||
3
|
||
|
||
|
||
|
||
|
||
4
|
||
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(xi) Company’s design for a synthetic liner system (the “Landfill Liner
|
||
System”) and engineering analyses that demonstrate compliance of such design with applicable
|
||
Governmental Requirements, as well as an evaluation of expected performance of the Landfill Liner
|
||
System with respect to mine subsidence, slope stability, dewatering, and foundation support. In the
|
||
event the Company or any evaluation obtained under this Section 1.1(a) determines that the
|
||
underground mine workings at the Landfill are not full roof contract grouted to fill any voids, the
|
||
Landfill Liner System shall include additional measures to prevent mine subsidence from placing stress
|
||
or strain on the Landfill Liner System. In addition, the Landfill Liner System shall include “accordion”
|
||
folds in its installation to allow the Landfill Liner System to adjust to mine subsidence ground
|
||
movement in a manner that will not exceed the Landfill Liner System’s elongation, tearing, or tensile
|
||
strength;
|
||
|
||
(xii) Company’s plans for a groundwater monitoring system, which shall
|
||
comply with 9VAC20-81-250 and shall include monitoring wells around the perimeter of the Landfill
|
||
(within the buffer areas), subject to VDEQ approval of the location of such wells (collectively, the
|
||
“Groundwater Monitoring System”); and
|
||
|
||
(xiii) Company’s plans for an air monitoring system, which shall comply with
|
||
all applicable Governmental Requirements (the “Air Monitoring System”).
|
||
|
||
(b) (c)Company shall apply for and obtain all Required Authorizations, including,
|
||
without limitation, a new solid waste management facility permit from the Virginia Department of
|
||
Environmental Quality (“VDEQ”), pursuant to the requirements of § 10.1-1408.1 of the Code of
|
||
Virginia (1950) (the “Permit”). Prior to submitting an application for the Permit to VDEQ, Company
|
||
shall submit such application to the County for review, comment, and approval. Upon the County’s
|
||
approval of the Permit application, Company shall submit and comment. Upon Company’s submission
|
||
of such application to VDEQ, and upon receipt of VDEQ’s draft or proposed Permit, Company shall
|
||
submit the same to the County for review, and comment, and approval; and this process shall be
|
||
repeated until both VDEQ and the County approve approves the draft or proposed Permit. In addition,
|
||
Company agrees that, in the event the County proposes any changes to any application for the Permit
|
||
or any other Required Authorization that would enhance structural or operational standards with respect
|
||
to the Landfill, Company will include such changes in such application or otherwise in its plans and
|
||
specifications for the Landfill.
|
||
|
||
(d) Company shall obtain, at its sole cost and expense, a landfill or closure bond that is
|
||
sufficient to cover closure costs and post-closure monitoring and remediation costs with respect to the
|
||
Landfill; and in any event, such bond shall meet all requirements set forth by VDEQ.
|
||
|
||
(c) (e)Company shall obtain, at its sole cost and expense, the following insurance
|
||
coverages (collectively, the “Required Insurance Policies”):
|
||
|
||
(i) Commercial general liability insurance with limits of at least $1,000,000
|
||
per occurrence and $2,000,000 in the aggregate;
|
||
|
||
(ii) Workers' compensation and employer's liability insurance covering
|
||
Company’s employees that perform services in connection with the Landfill in an amount no less than
|
||
|
||
26898/3/1 14187874
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
23,
|
||
|
||
(xi) Company’s design for_a_synthetic liner_system (the “Landfill Liner
|
||
System”) and engineering analyses that demonstrate compliance of such design with applicable
|
||
|
||
Governmental Requirements: m7 r Fexpected-perk fthe- Landfill
|
||
fe = bility_dewatering-and_foundati inthe
|
||
7 tained —under_this LHa)-d
|
||
de é ‘ he-Landfill l-roof d-to-fill ds—th
|
||
LandflLh shallinclade additional Fom-pl
|
||
the- Landfill Inaddition, the Landfill ude-“aceordion”
|
||
id th How-the_Lendfill_L sid d
|
||
|
||
(xii) Company's plans _for_a_groundwater_monitoring_system, which shall
|
||
|
||
comply with 9VAC20-81-250 and shall include monitoring wells around the perimeter of the Landfill
|
||
(within the buffer areas), subject to VDEQ approval of the location of such wells (collectively, the
|
||
|
||
“Groundwater Monitoring System”); and
|
||
|
||
(xiii) Company’s plans for an air monitoring system, which shall comply with
|
||
all applicable Governmental Requirements (the “Air Monitoring System”).
|
||
|
||
(b) ¢¢)Company shall apply for and obtain all Required Authorizations, including,
|
||
without limitation, a new solid waste management facility permit from the Virginia Department of
|
||
Environmental Quality (“VDEQ”), pursuant to the requirements of § 10.1-1408.1 of the Code of
|
||
Virginia (1950) (the “Permit”). Prior to submitting an application for the Permit to VDEQ. Company
|
||
|
||
Shall submit such application to the County for review: -und-approval: Upon-the-Ci
|
||
Psuch-apph 'DEQ-and EVDEQ's draft Pe hall
|
||
ofsuch-app anc P prop: Comp
|
||
‘bmit-the-s he-County-fe de A .d-this-process-shall-b
|
||
and 5 pprovals P
|
||
d-until-both VDEQ and the C hedratt .4- Parmit_in add
|
||
“ounty app Prop 4
|
||
h 1 1 forthe P.
|
||
prop PP
|
||
hi appl ch Jans-and
|
||
pp P
|
||
J 4 landfill or-elosure bond th
|
||
‘pense,
|
||
‘dremed ith ‘
|
||
P
|
||
if forth- by VDE
|
||
|
||
(c) 2)Company shall obtain, at its sole cost and expense, the follo
|
||
coverages (collectively, the “Required Insurance Policies”):
|
||
|
||
\g insurance
|
||
|
||
(i) Commercial general liability insurance with limits of at least $1,000,000
|
||
per occurrence and $2,000,000 in the aggregate;
|
||
|
||
(ii) Workers’ compensation and employer's liability insurance covering
|
||
Company's employees that perform services in connection with the Landfill in an amount no less. than
|
||
|
||
4
|
||
|
||
|
||
|
||
|
||
5
|
||
|
||
|
||
statutory requirements, with employer's liability limits of at least: (A) $1,000,000 each
|
||
|
||
4
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
accident for bodily injury by accident, (B) $1,000,000 each employee for bodily injury by disease,
|
||
and (C) $1,000,000 policy limit for bodily injury by disease;
|
||
|
||
(iii) Automobile liability insurance covering owned, hired, and non owned
|
||
vehicles, with a limit of at least $1,000,000 each accident;
|
||
|
||
(iv) Environmental insurance with a limit of at least [$1,000,000]; and
|
||
|
||
(v) Umbrella liability insurance for the coverages provided under Sections
|
||
1.1(e)(i), (iii), and (iv) with a limit of at least $5,000,000.
|
||
|
||
The County shall be named as an additional insurance on each Required
|
||
Insurance Policy. All insurance shall be obtained from companies acceptable to the County and require
|
||
at least thirty (30) days advance notice to the County of an intention to cancel the policy. Company
|
||
shall deliver to the County evidence satisfactory to the County of such insurance and evidence of
|
||
renewal or replacement policies no later than ten (10) days before the expiration thereof.
|
||
|
||
1.2. Construction.
|
||
|
||
(a) Company shall not commence construction of the Landfill (the “Construction”)
|
||
until the County provides in writing that all Pre-Development Conditions have been completed to its
|
||
full satisfaction.
|
||
|
||
(ab) Company shall conduct the Construction , and maintain the Landfill throughout
|
||
the Term, in accordance with the plans and specifications set forth in the PermitPre Development
|
||
Package. Company shall not deviate from the plans and specifications set forth in the Pre-
|
||
Development Package without the County’s prior written consent.
|
||
|
||
(bc) Company willshall at all times comply with all applicable Laws with respect to the
|
||
Construction, including, without limitation, 9VAC20-81-130, all Required Authorizations, and all
|
||
other Governmental Requirements and Required Authorizations, including all required permitted
|
||
plans, authorizations, and conditions applicable to Construction.
|
||
|
||
(cd) During the Construction, Company shall:
|
||
|
||
(i) (d)During the Construction, Company shall permit the County access to the
|
||
Landfill site, and the County shall have the right to designate a representative (the “Landfill Liaison”)
|
||
to oversee review Company’s compliance with (iA) the plans and specifications set forth in the
|
||
PermitPre-Development Package, and (iiB) all applicable LawsGovernmental Requirements, Required
|
||
Authorizations, and other permitted plans, authorizations, and conditions applicable to the Construction
|
||
(collectively, the “Construction Requirements”). The County may, upon notice to Company from
|
||
time to time, appoint a successor Landfill Liaison.
|
||
|
||
statutory requirements, with employer's liability limits of at least: (A) $1,000,000 each
|
||
|
||
4
|
||
|
||
26808134 42800283
|
||
26898/3/1 14187874
|
||
|
||
GL DRAFT 83.2310.12.23
|
||
|
||
accident for bodily injury by accident, (B) $1,000,000 each employee for bodily injury by disease,
|
||
and (C) $1,000,000 policy limit for bodily injury by disease;
|
||
|
||
(iii) Automobile liability insurance covering owned, hired, and non owned
|
||
vehicles, with a limit of at least $1,000,000 each accident;
|
||
|
||
(iv) Environmental insurance with a limit of at least [$1,000,000]; and
|
||
|
||
(v) Umbrella liability insurance for the coverages provided-under Sections
|
||
41(e}(2)-Gii}}-and-Gv)-with a limit of at least $5,000,000.
|
||
|
||
Th shall_be-named ditional oh 1
|
||
Insurenee Poliey-All insurance shall be obtained Tom sompanresaseaptable tothe County and require
|
||
at least thirty (30) days advance notice to the County of an intention to cancel the policy. Company
|
||
shall deliver to the County evidence satisfactory-to-the-County-of such insurance and evidence of
|
||
renewal or replacement policies no later than ten (10) days before the expiration thereof.
|
||
|
||
1.2. Construction.
|
||
|
||
hall: £-the-Landfill(the—“Construetion”
|
||
|
||
(ab) Company shall conduct the Construction , and maintain the Landfill throughout
|
||
the Term, in aecordance with the plans and sp
|
||
Pack pany shall not-deviate-f plans-and specifica in the Pre.
|
||
|
||
Develop Packawe without the County”
|
||
|
||
(be) Company willshet at all times comply with all applicable Laveswithrespectto the
|
||
-9VAC20-81-130-all-R, 4 all
|
||
|
||
ser Governmental ‘cgurement and Required Authorizations, including all requited permitted
|
||
plans, authorizations, and conditions applicable to Construction.
|
||
|
||
(cd) During the Construction, Company shall:
|
||
Gi) (é)During the Construction, Company shalt permit the
|
||
|
||
inty access to the
|
||
|
||
Landfill site-and-the County shall-have-h afill-Linison”)
|
||
to oversee-review Company's compliance with-(iA) the plans and specifications set forth in the
|
||
PermitPre Deveh Pack d-4iB} all applicable 1 Regul Required
|
||
Permit P and HB) alt appl a Reg
|
||
hi doth pk ch Jeond: ieabletoth
|
||
~ Ps plthys S- app .
|
||
rh he jon_Requi >) The C ice to-C &
|
||
5 ap i
|
||
int a_successor Landfill Liais
|
||
PP
|
||
|
||
|
||
|
||
|
||
|
||
6
|
||
|
||
|
||
5
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(ii) Provide laboratory and field testing of the slope stability and foundation support of the Landfill
|
||
and all related Landfill facilities on the Property, and the adequacy of the compaction of fill
|
||
|
||
materials. Such testing results shall show soils to be compacted to 98% of standard proctor dry
|
||
density at ± 2% optimum moisture content for structural fill, and at 95% standard proctor dry density
|
||
|
||
at ± 2% optimum moisture content for general fill.
|
||
|
||
(e) In the event the Landfill Liaison identifies any non-compliance with the
|
||
Construction Requirements, the County shall provide written notice of such non-compliance to
|
||
Company (a “Violation Notice”), and Company shall remediate such non-compliance within ten thirty
|
||
(1030) Business Days days (or such longer period, as the County may designate in its sole
|
||
discretion) after receipt of such Violation Notice. If Company fails to remediate such non compliance
|
||
within the timeframe set forth in the Violation Notice, the County shall have the right to issue a “stop
|
||
work” order (a “Stop Work Order”), and Company shall immediately halt the Construction. The
|
||
Stop Work Order shall remain in effect until Company remediates the non compliance issues set forth
|
||
in the Violation Notice. Notwithstanding the foregoing, if the Landfill Liaison identifies any non-
|
||
compliance with the Construction Requirements that ; provided, that, if such non-compliance poses
|
||
an imminent threat of material harm to human health or the environment, the County may issue a
|
||
Stop Work Order with immediate effect, and Company shall immediately halt the Construction and
|
||
take steps to , in its sole discretion, provide for a shorter remediation period in the Violation Notice,
|
||
and after receipt of such Violation Notice, Company shall remediate such non-compliance within
|
||
such shorter period of time.
|
||
|
||
1.3. Expenses. All costs and expenses incurred by Company to satisfy the Pre Development
|
||
Conditions and during the construction phase of the Landfill shall be born exclusively by Company.
|
||
Upon signing this Agreement, Company shall make a payment to the County in the amount of one
|
||
hundred thousand dollars ($100,000) to defray the costs and expenses already incurred by the County
|
||
in connection with the development of the Landfill and this Agreement.In addition, during the
|
||
Construction, Company shall reimburse the County up to two hundred thousand dollars ($200,000) per
|
||
year, beginning as of the Effective Date (without proration for any shorter period), for expenses
|
||
incurred by the County with respect to the development of the Landfill, including, without limitation,
|
||
expenses incurred with respect to attorneys and consultants (the “Development Reimbursement”).
|
||
|
||
2. Operations; Host Fee.
|
||
|
||
2.1. Authorization to Operate; Compliance with LawsGovernmental Requirements.
|
||
|
||
(a) Subject to the satisfaction of the conditions set forth in Section 1, and conditioned
|
||
upon Company’s compliance with the Permit (as may be amended from time to time), all other
|
||
Required Authorizations (as may be amended from time to time), and this Agreement, Company shall
|
||
be permitted to operate the Landfill as a sanitary landfill in accordance with the Virginia Waste
|
||
Management Act (the “Act”) (Va. Code §§ 10.1-1400, et seq.) and the Virginia Solid Waste
|
||
Management Regulations (the “Regulations”) (9 Va. Admin Code §§ 20-81-10, et. seq.).
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
Provide-tabs field the-sk bility-and found he Landfill
|
||
all velated Landfill facilities onthe P d-the_adk the action-of All
|
||
1s-Sueh- Hts shall-sh 15 to-b d-to-98% of standard. rr
|
||
|
||
20 fe ‘Hill-and at. 95% standard dry-d
|
||
o fe afl
|
||
|
||
3. Expenses. All costs and expenses incurred by Company to satisfy the Pre Development
|
||
Conditions and during the construction phase of the Landfill shall be born exclusively by Company.
|
||
Upon signing this Agreement, Company shall make a payment to the County in the amount of one
|
||
hundred thousand dollars ($100,000) to defray the costs and expenses already incurred by the County
|
||
in connection with the development of the Landfill and this Agreement. n-addition,-<luring-the
|
||
|
||
shathreimburse th ‘hundred shousand-dollars-($200,000) per
|
||
Comps ; ?
|
||
the Effective Di thout _proration-f ry iod)_f .
|
||
- period). for-exp
|
||
Q th he devel the Landfll_inelud rout limaitath
|
||
? ? ; ie :
|
||
ped : :
|
||
|
||
i ants (the “Devel tReimb: 2
|
||
: pA '
|
||
|
||
Operations: Host Fee.
|
||
|
||
2.1. Authorization to Operate; Compliance with LawsGovernmental Requirements.
|
||
|
||
(a) Subject to the satisfaction of the conditions set forth in Section 1, and conditioned
|
||
upon Company’s compliance with the Permit (as may be amended from time to time), all other
|
||
Required Authorizations (as may be amended from time to time), and this Agreement, Company shall
|
||
be permitted to operate the Landfill as a sanitary landfill in accordance with the Virginia Waste
|
||
Management Act (the “Act”) (Va. Code §§ 10.1-1400, et seq.) and the Virginia Solid Waste
|
||
Management Regulations (the “Regulations” (9 Va. Admin Code §§ 20-81-10, et. seq.).
|
||
|
||
|
||
|
||
|
||
|
||
7
|
||
|
||
|
||
6
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(b) Company shall at all times during the Term operate the Landfill in compliance
|
||
with all applicable Laws, including, without limitation, 9VAC20-81- 140Governmental
|
||
Requirements.
|
||
|
||
2.2. Acceptable Waste.
|
||
|
||
(a) The Landfill Company may accept at the Landfill any Municipal Solid Waste,
|
||
Industrial Waste, Construction Waste, Demolition Waste, and Debris Waste (collectively, “Acceptable
|
||
Wastes”).; and the Company shall accept at the Landfill County Waste, as provided herein.
|
||
|
||
(b)Company shall operate the Landfill as a sanitary landfill, and, notwithstanding any statement herein to
|
||
the contrary, shall accept only those wastes authorized by the Act and Regulations, the Permit and all
|
||
other Required Authorizations (as each may be amended from time to time), and this Agreement.
|
||
|
||
(b) (c)Company shall notify the CountyLandfill Liaison prior to submitting any
|
||
request to VDEQ for approval of special wasteSpecialty Waste.
|
||
|
||
(c) (d)Fly ash will be accepted at the Landfill solely for use as cover or construction
|
||
material, and shall be managed in compliance with the Permit and all applicable Laws and permit
|
||
requirementsGovernmental Requirements.
|
||
|
||
2.3. Unacceptable Waste.
|
||
|
||
(a) Notwithstanding Section 2.2, Company shall not accept for disposal in the
|
||
Landfill any of the following (collectively, “Unacceptable Wastes”):
|
||
|
||
(i) Any material that is toxic, infectious, pathological, highly
|
||
flammable, explosive, radioactive or otherwise reasonably determined by CompanyCompany the
|
||
County to be dangerous;
|
||
|
||
(ii) Any material the disposal of which would violate present or future
|
||
Laws or Required Authorizations (as may be amended from time to time)the Permit or any applicable
|
||
Governmental Requirements;
|
||
|
||
(iii) Any Hazardous Materials;
|
||
|
||
(iv) Any nonhazardous domestic, irrigation return flows or industrial
|
||
wastewater sludges not approved for disposal by VDEQ regulations, or industrial discharges which are
|
||
point sources subject to permits under § 402 of the Federal Water Pollution Control Act, as amended
|
||
(86 Stat. 880); or
|
||
|
||
(v) Any nuclear or by-product material as defined by the Atomic Energy
|
||
|
||
26808344 428902503
|
||
26808/3/1 141878704
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
(b) Company shall at al imes during the Term operate the Lanafill in compliance
|
||
|
||
with all applicable Laws, vith aa + 440Governmental
|
||
Requirements,
|
||
|
||
2.2. Acceptable Waste.
|
||
|
||
(a) The Landfill Company may accept at the Landfill any Municipal Solid Waste,
|
||
Industrial Waste, Construction Waste, Demolition Waste, and Debris Waste (collectively, “Acceptable
|
||
|
||
Wastes” )-: and the Company shall accept at the Landfill County Waste. as provided herein.
|
||
|
||
‘hall he-Landfilh Jandfill- and; notwith:
|
||
|
||
horized-by-the Act and Regulations the Pe andall
|
||
|
||
(b) ¢¢)Company shall notify the CountyLandfitl Liaison prior to submitting any
|
||
request to VDEQ for approval of special-wasteSpecialty Waste.
|
||
|
||
(©) @Fly ash will be accepted at the Landfill solely-for-use-as-cover or construction
|
||
spaterialand shall be managed in compliance with the Permit
|
||
|
||
and all applicable Laws and-permit
|
||
requirementsGovernmental Requirements.
|
||
|
||
2.3. Unacceptable Waste.
|
||
|
||
(a) Notwithstanding Section 2.2, Company shall not accept for disposal in the
|
||
Landfill any of the following (collectively, “Unacceptable Wastes”)
|
||
|
||
(i) Any material that is toxic, infectious, pathological, highly
|
||
flammable, explosive, radioactive or otherwise reasonably determined by CompanyCompany-the
|
||
County to be dangerous;
|
||
|
||
(ii) Any material the disposal of which would violate presentor fate
|
||
k eqitired Auth dec fi ithe Permit or any applicable
|
||
Governmental Requirements;
|
||
|
||
(iii) Any Hazardous Materials;
|
||
|
||
(iv) Any nonhazardous domestic, irrigation return flows or industrial
|
||
wastewater sludges not approved for disposal by VDEQ regulations, or industrial discharges which are
|
||
point sources subject to permits under § 402 of the Federal Water Pollution Control Act, as amended
|
||
(86 Stat. 880); or
|
||
|
||
(v) Any nuclear or by-product material as defined by the Atomic Energy
|
||
|
||
7
|
||
|
||
|
||
|
||
|
||
8
|
||
|
||
|
||
Act of 1954, as amended (68 Stat. 923); or.
|
||
|
||
7
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(vi) Any material number of animal carcasses disposed of in a single day or,
|
||
except as authorized by the Permit, without specific written approval by the County.
|
||
|
||
(b) Notwithstanding Section 2.3(a), Company may, with the County’s consent,
|
||
establish a facility and process for the temporary collection and storage of Household Hazardous
|
||
Wastes. Company shall be responsible for periodically removing such Household Hazardous Wastes
|
||
from the Landfill, in accordance with applicable Law.
|
||
|
||
2.4. Initial Screening; Removal of Unacceptable Wastes.
|
||
|
||
(a) Company shall be responsible for initial screening of all wastes Wastes delivered
|
||
to the Landfill to determine (i) whether the waste Waste is Acceptable Waste or Unacceptable Waste;
|
||
and (ii) as applicable, the appropriate disposition within the Landfill. If deemed reasonably necessary
|
||
by the County, Company, Company mayshall use sensors to assist this determination.
|
||
|
||
(b) In the event Unacceptable Wastes are deposited in the Landfill, Company shall
|
||
promptly remove or cause to be removed the Unacceptable Waste from the Landfill and cause the same
|
||
to be disposed of in accordance with all applicable LawsGovernmental Requirements. Company may
|
||
charge the person responsible for delivering such Unacceptable Wastes for the cost of removal of such
|
||
wastesWastes, so long as Company posts conspicuous signs warning of such charges, and such charges
|
||
do not violate any LawGovernmental Requirements.
|
||
|
||
2.5. Service Area. The service area for the Landfill will be [●]2
|
||
(the “Service Area”). The
|
||
|
||
Parties may otherwise agree in writing from time to time to expand the Service Area or to approve
|
||
special projects from other locations.
|
||
|
||
2.5. 2.6.Weighing and Scales.
|
||
|
||
(a) All vehicles entering and leaving the Landfill to dispose of waste Waste shall be
|
||
weighed.
|
||
|
||
(b) AAll loads delivered by rail shall delivered in a manner that allows for such loads
|
||
to be weighed by rail carrierprior to disposal.
|
||
|
||
(c) Company will operate scales at the Landfill entrance or at such other location as
|
||
may be determined by Company and approved by the County to ensure the proper weighing of loads
|
||
being delivered to the Landfill. Scales will be of a type and quality customarily used in the industry
|
||
and shall be properly maintained and operated by Company. Company shall report scale data to the
|
||
County on a monthly basis in such form as the Parties shall agree and make scale data available for
|
||
review by the County at the Landfill during normal business hours upon reasonable notice.
|
||
|
||
(d) Notwithstanding the foregoing, trucks owned by Company and other regular users
|
||
|
||
Act of 1954, as amended (68 Stat. 923);-or.
|
||
|
||
z
|
||
pesagiau428902503
|
||
26898/3/1141878704
|
||
GL DRAFT 83.2310.12.23
|
||
numberof. A disposed of. gle day or
|
||
cep horized -by-the Permit-without specifi pproval-by-th
|
||
by Ne 3a 2 ay —with—th 5
|
||
colleetion-a Cs F Household-Hazardous
|
||
Ww 5 shall be ible ical ‘ hold Hazardous--W
|
||
Compa P Pe
|
||
fromthe Landfill ds th-applicable-L
|
||
|
||
PPI =
|
||
2.4. Initial Screening: Removal of Unacceptable Wastes.
|
||
|
||
(a) Company shall be responsible for initial screening of all wastes-Wastes delivered
|
||
to the Landfill to determine (i) whether the waste-Waste is Acceptable Waste or Unacceptable Waste;
|
||
and (ii) as applicable, the appropriate disposition within the Landfill, If deemed reasonably necessary
|
||
by the-County, Company, Company mayshall use sensors to assist this determination.
|
||
|
||
(b) In the event Unacceptable Wastes are deposited in the Landfill, Company shall
|
||
promptly remove or cause to be removed the Unacceptable Waste from the Landfill and cause the same
|
||
to be disposed of in accordance with all applicable Law-sGovernmental Requirements. Company may
|
||
charge the person responsible for delivering such Unacceptable Wastes for the cost of removal of such
|
||
|
||
wastes Wastes, so long as Company posts conspicuous signs warning of such charges, and such charges
|
||
do not violate any LawGovernmental Requirements,
|
||
th for-the-Landfil “5, Area”, The
|
||
P ‘i A
|
||
PP
|
||
special projeets-from-other locations:
|
||
|
||
2.5, 2-6-Weighing and Scales.
|
||
|
||
(a) All vehicles entering and leaving the Landfill to dispose of waste-W
|
||
weighed.
|
||
|
||
(b) AAI loads delivered by rail shall del vet that-alh fe hloads
|
||
te-be weighed by rail carrierpriorto-disposal.
|
||
|
||
() Company will operate scales at the Landfill entrance or at such other location as
|
||
may be determined by Company anc-approved-by-the-County-to ensure the proper weighing of loads
|
||
being delivered to the Landfill. Scales will be of a type and quality customarily used in the industry
|
||
and shall be properly maintained and operated by Company. Company shall report scale data to the
|
||
County on a monthly basis in such form as the Parties shall agree and make scale data available for
|
||
review by the County at the Landfill during normal business hours upon reasonable notice.
|
||
|
||
(d) Notwithstanding the foregoing, trucks owned by Company and other regular users
|
||
8
|
||
|
||
|
||
|
||
|
||
9
|
||
|
||
|
||
shall not need to be weighed upon leaving if the vehicle tare weights are known. Such trucks must be
|
||
weighed at least annually to check these weights.
|
||
|
||
2
|
||
To be determined.
|
||
|
||
8
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
2.7. Volume and Capacity.
|
||
2.6. Volume and Capacity. The daily waste Waste volume accepted for disposal in the Landfill
|
||
|
||
will not exceed an average of six thousand (6,000) tons per day or the amount approvedpermitted under
|
||
the Permit, whichever is less (the “Maximum Volume”) unless such daily volume limitation is
|
||
increased in accordance with Section 2.7(b) or as otherwise . The Parties may increase the Maximum
|
||
Volume only as mutually agreed to by the Parties in writing and with further amendment , subject to
|
||
the Permit, as necessary. County Waste and Resident Waste shall be excluded from the Maximum
|
||
Volume.
|
||
|
||
(b) Company may, by written request to the County, request an increase in the Maximum Volume, provided
|
||
that Company is maintaining, in the reasonable judgment of the Board, (i) continued compliance with
|
||
all applicable Laws with respect to the operation of the Landfill, (ii) continued compliance with all
|
||
Required Authorizations, including the Permit, (iii) timely Host Fee payments as required by this
|
||
Agreement, and (iv) timely payments of all other amounts due to the County under this Agreement.
|
||
Subject to the requirements of the preceding sentence, the County shall not unreasonably withhold or
|
||
delay its approval of any such request; provided, that, (1) as a condition to such approval, the County
|
||
may require Company to pay all or a portion of the cost of all rail and/or road improvements that the
|
||
County deems necessary with respect to such increased volume, and reasonable legal and consulting
|
||
fees incurred by the County in connection with such request; and (2) the County may reject, in its sole
|
||
|
||
discretion, any request for the Maximum Volume to exceed [●] 3tons.
|
||
|
||
(c) On a daily basis throughout the Term, Company agrees not to accept any waste for
|
||
disposal in the Landfill if such acceptance will exceed the Maximum Volume with respect to such day.
|
||
|
||
2.7. 2.8.Host Fee.
|
||
|
||
Amount (Tons/Day) Charge/Ton4
|
||
|
||
|
||
Up to 1,000 $3.00
|
||
|
||
1,001 to 2,000 $4.00
|
||
|
||
2,001 to 3,000 $5.00
|
||
|
||
3,001 to 4,000 $6.00
|
||
|
||
4,001 to 6,000 $7.00
|
||
|
||
(a) Company will pay to the County an escalating host fee (“Host Fee”) per ton for
|
||
each ton of waste disposed of in the Landfill. The Host Fee shall be calculated at a rate which is based
|
||
on the average tonnage of Waste (other than County Waste) accepted per monthday at the Landfill
|
||
each month throughout the Term. Company shall calculate the Host Fee on a monthly basis and
|
||
payment shall be made by first determining the average tonnage of Waste (other than County Waste)
|
||
|
||
shall not need to be weighed upon leaving if the vehicle tare weights are known, Such trucks must be
|
||
weighed at least annually to check these weights.
|
||
|
||
2To-be determined.
|
||
|
||
26808134 42800283
|
||
26898/3/1 14187874
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
2.6. Volume and Capacity. The daily swaste Waste volume accepted for disposal in the Landfill
|
||
|
||
will not exceed housand day-or-the amount approved d under
|
||
the Permit, -hichever-s-les-(the “Maximum Volume" "Funles-such-daly-vohune limitation is
|
||
Vol ‘ " ‘do by the P ting and -svith-farth ‘ b
|
||
‘ounty Waste-and Resid fe shall be excluded from the Maximum
|
||
1-applicable-L h-respeet-1o-thh f the Landfill_Gi) e 4
|
||
PP Ps Ps
|
||
Required Auth dine the Pe Jy Hk
|
||
f : ‘
|
||
4 1 all othe ds é
|
||
ot " the Ci 4
|
||
Toe oh ded_that, (4 Ff oh th
|
||
PP 4 [that ipprovals
|
||
5 m1 oh alt ‘dior road at th
|
||
<f pany top ? i
|
||
jeoms neces a ty increased vol ‘ble lowel-and-consul
|
||
P :
|
||
§ ‘bby th stich-request:_ench(2)-th jects ‘
|
||
Fy
|
||
any request for the M Vel wee
|
||
daily basis throughout the Ferm-C k
|
||
Comps pf
|
||
disposal in-the Landfill if such ace. exceed the M 1 a cd
|
||
Ps Ps ?
|
||
7.2.8-Host Fee.
|
||
Amount (Fons/Day) Charge/Fon!
|
||
Upte.000-$3.00
|
||
4,001-40-2,000-$4.00
|
||
@) Company will pay to the County an-esealating host fee (“Host Fee”) perton for
|
||
Ionef: he- Landfill The Host Fee shall be-calewlated-at arate which is based
|
||
on the-average tonnage of Waste (other than County Waste) accepted per monthday at the Landfill
|
||
each month throughout the Term, Company shall calculate the Host Fee on a monthly basis and
|
||
payment shall-be-made-by first determining the ¢ tonnage of Waste (other than County Waste)
|
||
|
||
9
|
||
|
||
|
||
|
||
|
||
10
|
||
|
||
|
||
delivered per monthday to the Landfill during the applicable month, and then multiplying the appliable
|
||
Host Fee rate by the aggregate tonnage of Waste (other than County Waste) delivered to the Landfill
|
||
that month. Company shall pay the Host Fee to the County as determined in exhibit Bspecified in
|
||
Section
|
||
|
||
3
|
||
To be determined.
|
||
|
||
4
|
||
To be consistent with current market rates.
|
||
|
||
9
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
2.8(d). The applicable Host Fee rate shall be determined as follows:set forth on Exhibit B attached
|
||
|
||
hereto.2
|
||
|
||
(b) The Host Fee shall be adjusted annually, beginning Beginning on January 1 after
|
||
the first (1st) anniversary of the fourth calendar year of this Agreement (including any partial year),
|
||
and on the first day of January each year thereafter, the Host Fee, as set forth on Exhibit B, shall be
|
||
adjusted to reflect increases in the Consumer Price Index (CPI-U South Region) published by the
|
||
Bureau of Labor for all urban consumers (the “CPI”). Such annual increase in the CPI shall be added
|
||
to the previous year’s Host Fee. By way of example, if the CPI on January 1 after the first (1st)
|
||
|
||
anniversary of this Agreement is three percent (3%), the Host Fee for the next year will be [●]5, and so
|
||
forth. The Host Fee shall also increase The Host Fee shall increase accordingly in the event the
|
||
Maximum Volume is increased in accordance with Section 2.72.6. The County shall provide written
|
||
notice to Company setting forth any such increase in the Host Fee prior to January 1 of each applicable
|
||
year; provided, that, if the County fails to provide such notice prior to January 1 of any applicable year,
|
||
the Host Fee increase shall not take place until thirty (30) days after such written notice is provided by
|
||
the County.
|
||
|
||
(c) All County Waste and Resident Waste (including Acceptable Wastes from any
|
||
County Collection Site) shall be accepted for free disposal at the Landfill at the tipping fees set forth
|
||
for County Waste on Exhibit CB. In calculating the Host Fee, Company shall exclude all County Waste
|
||
and Resident Waste. The Host Fee shall be paid for all other material or waste accepted at the Landfill
|
||
for final disposal.. Notwithstanding the foregoing, Company agrees that it shall not offer any party a
|
||
tipping fee rate which is less than the rate charged to the County.
|
||
|
||
(d) Company shall pay the Host Fee to the County within twenty thirty (2030) days
|
||
after the end of each month during the Term. Such payment shall be made in accordance with the
|
||
Company’s County’s directions, which the Company County may, by written notice to Company,
|
||
change from time to time.
|
||
|
||
(e) Beginning [●]in the year in which occurs the second (2nd) anniversary of the
|
||
approval of the Permit or the calendar year in which Waste is first accepted at the Landfill, whichever
|
||
|
||
occurs later6, Company will guarantee a minimum Host Fee payment to the County of one twoone
|
||
hundred fifty thousand dollars ($100,000100,000250,000) per year for the term of this Agreement (the
|
||
“Minimum Host Fee”), whether or not such volume has been received at the Landfill. Beginning on
|
||
|
||
delivered per monthday to the Landfill during the applicable month, and then multiplying the appliable
|
||
Host Fee rate by the aggregate tonnage of Waste (other than County Waste) delivered to the Landfill
|
||
{hat mo month. Company shall pay the Host Fee to the County as determined in exhibit Bspeeified in
|
||
|
||
3 Fe bedetermined.
|
||
4Fo-be-consistentwith current market rates:
|
||
|
||
-26808/341428002503
|
||
26808/3/1 141878708
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
23
|
||
|
||
2.8(d). The applicable Host Fee rate shall be determined as foltews:set forth on Exhibit B attached
|
||
hereto.”
|
||
|
||
b) The Host Fee shall-be-adjusted: Hy-begi Beginni J bak
|
||
ii lyr begi
|
||
he-first-4st £ the fourth-calend: thi ohud pariialyear),
|
||
d-on-the first-d January each Jhereaier_the-Host-F forth-on_Exhibit B-shall-be
|
||
.djusted_to-refleet_inereases-in-th Price _Index(CPI-U South R published-by-th
|
||
Bi f Labor for allurb: Hi ‘he- CPI shall be- added
|
||
hep °s Host-Fee_B: PLont -afier-the-first-(
|
||
thi f Fee forth "i
|
||
Pe
|
||
forth—The Host Fee shall-al . di nt
|
||
M Veh .d-in-aecordi h 72-6—Fhe
|
||
|
||
5 forth Ji He F bk
|
||
|
||
ded-that-if the Ci fait de-such. 4 bef ieabl
|
||
he Host F hall ke ph -thirty-(30)-days-after such ded bs
|
||
|
||
(c) All County Waste « si any
|
||
County Collection Site) shall be accepted for free disposal at the Landfill at the tipping fees set forth
|
||
for County Waste on Exhibit. In calculating the Host Fee, Company shall exclude all County Waste
|
||
|
||
(4) Company shall pay the Host Fee to the County within sventy-thirty (2030) days
|
||
after the end of each month during the Term. Such payment shall be made in accordance with the
|
||
|
||
‘Company’s-County’s directions, which the Company-County may, by written notice to Company,
|
||
change from time to time.
|
||
|
||
(e) Beginning fin the year in which occurs the second (2) anniversary of the
|
||
approval of the Permit or the calendar year in which Waste is first accepted at the Landfill, whichever
|
||
‘occurs later®, Company will guarantee a minimum Host Fee payment to the County of one-tweone
|
||
hundred-#f¥ thousand dollars (S100,000+90,000250,000) per year for the term of this Agreement (the
|
||
“Minimum Host Fee”), whether or not such volume has been received at the Landfill. Beginning-on
|
||
|
||
10
|
||
|
||
|
||
|
||
|
||
|
||
11
|
||
|
||
|
||
January 1 after the first (1st) anniversary of this Agreement, and on the first day of January thereafter,
|
||
the Minimum Host Fee shall be adjusted to reflect increases in the CPI. If monthly payments of the
|
||
Host Fee do not meet the Minimum Host Fee in a given year, Company shall pay the excess of the
|
||
Minimum Host Fee over the aggregate sum of such monthly payments to the County by January 30 of
|
||
the following year. Notwithstanding the foregoing, Company shall not be liable for the minimum Host
|
||
Fee payment to the extent Company is prevented from accepting waste Waste volume into the Landfill
|
||
due to actions, rulings or decisions of the VDEQ or any other local, state or federal governmental or
|
||
regulatory body, unless such action, ruling, or
|
||
|
||
2
|
||
Subject to review; to be consistent with market rates.
|
||
|
||
5
|
||
To be determined.
|
||
|
||
6
|
||
Date to be determined.
|
||
|
||
10
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
decision is based on Company’s violation of any applicable Law Governmental Requirement or
|
||
Required Authorization. This obligation shall terminate the calendar year after the calendar year in
|
||
which the Term ends.
|
||
|
||
2.8. Disposal Guarantee. Company guarantees that :it will accept County Waste at the Landfill;
|
||
provided, that, Company shall not accept any such waste Waste that constitutes an Unacceptable
|
||
Waste; and.
|
||
|
||
(c) residents of Russell County shall be permitted to use the Landfill for the disposal
|
||
of their own Acceptable Wastes (“Resident Waste”) for so long as the Landfill is open and is accepting
|
||
such waste; provided, that, Company will only be required to accept Resident Waste (i) delivered by
|
||
residents in their personal, non-commercial vehicles (i.e., non-commercial cars and pickup trucks
|
||
without side-rails); (ii) upon presentation of evidence reasonably satisfactory to Company that the
|
||
resident is indeed a resident of Russell County (which may include, but is not limited to, the resident’s
|
||
driver’s license showing a Russell County address, together with a utility bill showing such address).
|
||
Company may deny access to the Landfill to anyone who attempts to bring such waste who is not a
|
||
resident of Russell County, and may establish reasonable restrictions and measures with respect to the
|
||
amount of Resident Waste accepted in a given time period.
|
||
|
||
2.9. 2.10.County Collection Sites.
|
||
|
||
(a) The County has established, and may further develop, County Collection Sites. The
|
||
County Collection Sites consist (or may in the future consist) of recycling containers, trash disposal
|
||
containers, and compacting equipment. The maximum number of County Collection Sites shall be
|
||
|
||
[●].7
|
||
|
||
(b) The County shall determine, in its sole discretion, the operating hours of each
|
||
County Collection Site.
|
||
|
||
(c) Company shall, upon the County’s written request, and without charge, provide
|
||
disposal service for each County Collection Site, including The County shall be responsible for the
|
||
collection and transportation of the waste Waste from such sites the County Collection Site to the
|
||
Landfill, in order to provide disposal of the county’s County’s residential, non-commercial, non-
|
||
|
||
he folk Notwithstanding the fe
|
||
|
||
26808/3/1 141878704
|
||
|
||
GL DRAFT
|
||
|
||
2.8. Disposal Guarantee. Company guarantees that :it will accept County Waste at the Landfill;
|
||
provided, that, Company shall not accept any such waste-Waste that constitutes an Unacceptable
|
||
Waste: and.
|
||
|
||
He shall-bs m he-Landfill-for-th
|
||
pe disposal
|
||
|
||
sident Waste”) sthe Landillisep is
|
||
L-vehick ‘al .-piek "
|
||
|
||
> pickup:
|
||
Favid bh fa € thatthe
|
||
|
||
pe
|
||
|
||
4 ‘hich Jude-b Jimited to-the resident”
|
||
|
||
dress, Jy-a-utility-bill show Jade
|
||
dent-of Russell Ce m ‘blisk bh "i m a
|
||
|
||
=Outty oe
|
||
|
||
f Resident We ecepted
|
||
i Pe
|
||
|
||
2.9. 2-+6:County Collection Sites.
|
||
|
||
(a) The County has established, and may further develop, County Collection Sites. The
|
||
|
||
County Collection Sites consist (or may in the future consist) of recycling containers, trash disposal
|
||
|
||
anes, and compacting equipment. ‘The-meximum-mumber-of County-Collection Sites shall-be
|
||
Ey
|
||
|
||
(b) The County shall determine, in its sole discretion, the operating hours of each
|
||
County Collection Site.
|
||
|
||
_ 2) Company shall -upon the County -vithout-charge; provide
|
||
di " hE Hk ineluding-The_ County shall be responsible for the
|
||
|
||
collection and transportation of the waste-Waste from stich-sites-the County Collection Site to the
|
||
Landfill;-in order to provide disposal of the eownty’s-County’s residential, non-commercial, non-
|
||
|
||
1
|
||
|
||
|
||
|
||
|
||
12
|
||
|
||
|
||
industrial solid waste. Such pickups shall occur no less than twice per week.Waste.
|
||
|
||
(d) All Acceptable Wastes from any County Collection Site shall be treated as
|
||
County Waste.
|
||
|
||
(d) With respect to any existing County Collection Site, or upon establishment of any
|
||
additional County Collection Site, the County may, by written notice to Company, assign to Company,
|
||
and Company shall assume from the County, operational control of such sites. As applicable, Company
|
||
shall obtain all permits and approvals necessary for the operation of such County Collection Sites and
|
||
shall operate the same in accordance with all applicable Laws.
|
||
|
||
7
|
||
Date to be determined.
|
||
|
||
11
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(e) At any time, the County shall have the right to close, on a permanent or temporary
|
||
basis, decommission, and dismantle any County Collection Site.
|
||
|
||
2.10. 2.11.Hours of Operation; Access and Security; Service Area.
|
||
|
||
(a) The Landfill shall be open Monday through Saturday, except for New Year’s Day,
|
||
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. (a) The landfill
|
||
operating hours shall be as determined by the Company.
|
||
|
||
|
||
(ba) (b)The Landfill shall The Landfill may be open for deliveries by trucks a maximum
|
||
|
||
of thirteen (13) hours per day, Monday through Friday, and a maximum of ten (10) hours per day on
|
||
Saturday, but shall not open earlier than 6:00 a.m., nor close later than 10:00 p.m. Landfill personnel
|
||
shall remain onsite as long as necessary following primary disposal hours to complete all necessary
|
||
daily shut-down tasks. Access after normal hours shall be restricted to Company’s authorized personnel
|
||
and, subject to the terms and conditions set forth herein, the County’s authorized personnel.
|
||
|
||
(cb) (c)Access to the Landfill shall be limited to (i) rail car access and (ii) a single
|
||
controlled public access point points by road. Company shall control such access points with locked
|
||
gates (the “Access Gates”) and fencing around the Landfill, and an attendant shall be present at each
|
||
Access Gate during operating hours to screen incoming wasteWaste. The Access Gate attendants shall
|
||
screen out unauthorized rail cars and vehicles and rail cars and vehicles with unauthorized cargo
|
||
Unacceptable Waste (e.g., by requesting a description of the waste from the operator) and unauthorized
|
||
rail cars and vehicles, and shall turn away those not permitted into the Landfill. In addition, signs shall
|
||
be conspicuously posted in and around the Landfill informing users of acceptable and non-acceptable
|
||
types of waste.what constitutes Acceptable Waste and Unacceptable Waste.
|
||
|
||
(d) Access will be further controlled by personnel in the scalehouse, the Leachate Storage Facility, and any
|
||
facility established for the collection and/or storage of Household Hazardous Wastes, each of which
|
||
will be located inside the Access Gates.
|
||
|
||
(dc) (e)Company shall Company may install and maintain appropriate video security
|
||
|
||
industrial solid Jess the per week:Waste
|
||
|
||
(d) All Acceptable Wastes from any County Collection Site shall be treated as
|
||
County Wasti
|
||
|
||
c Hh orp Jblish: £
|
||
ditional C he C 7 is =
|
||
- by 5 anys
|
||
"i hy a ional Hof sueh-s 1
|
||
P operation i pli pany
|
||
hall sh 4 alLapplicableL
|
||
Pe PP!
|
||
* Date-to-be determined:
|
||
He
|
||
26808/344428002503
|
||
SO8/S/IAIS78704
|
||
GL DRAFT 8.3.2310.12.23
|
||
nec hall-have the rightto-ck
|
||
a is ORR sa
|
||
basis,-dee anda 1 Hh -
|
||
2.10. 2-H-Hours of Operation: Access and Security: Service Area,
|
||
The Landfill shall-bs Monday through Saturd: forN “sf
|
||
i excep a
|
||
M Day; Independence Day, Labor Day,Thank Day;and-Chi Day- (a) The landf
|
||
|
||
operating hours shall be as determined by the ‘Company.
|
||
|
||
(ba) ()Fhe Landfill shall: The Landfill may be open for deliveries by trucks a maximum
|
||
of thirteen (13) hours per day, Monday through Friday, and a maximum of ten (10) hours per day on
|
||
Saturday, but shall not open earlier than 6:00 a.m., nor close later than 10:00 p.m, Landfill. personnel
|
||
shall remain onsite as long as necessary following primary disposal hours to complete all necessary
|
||
|
||
day shut-down tasks. Access after normal hours shall be restricted to Company's authorized personnel
|
||
|
||
1 subj hi cond set-forth-h " a. "
|
||
S S pe .
|
||
|
||
(cb) (e)Access to the Landfill shall be limited to (i) rail car access and (ii) e-single
|
||
controlled public access point points by road. Company shall control such access points with locked
|
||
|
||
gates (the “Access Gates”) and-feneing around the Land fil and an attendant shall be present at each
|
||
|
||
Access Gate during operating hours to sereen incoming wasieWaste. The Access Gate attendants shall
|
||
screen out unauth d-vehicles-and-rail d-vehicles- with thorized
|
||
Unacceptable Waste (e-g., by requesting a description of the waste from the operator) and unauthorized
|
||
rail cars and vehicles, and shall turn away those not permitted into the Landfill. In addition, signs shall
|
||
be conspicuously posted in and around the Landfill informing users of acceptable and-non-aceeptable
|
||
types-of waste.what constitutes Acceptable Waste and Unacceptable Waste.
|
||
|
||
lL be Furth Hed by personnel in the sealehouse_the Lea
|
||
|
||
(de) (e)Company-shell-Company may install and maintain appropriate video security
|
||
12
|
||
|
||
|
||
|
||
|
||
|
||
13
|
||
|
||
|
||
at the Landfill, which shall capture a video record of all entering rail cars and vehicles. Company shall
|
||
maintain such video recordings for a reasonable period of time, but in any event for at least one (1)
|
||
year.
|
||
|
||
(ed) (f)Traffic flow shall be regulated by adequate signing in and around the Landfill.
|
||
|
||
(fe) (g)The Parties acknowledge and agree that the primary method of delivery of waste
|
||
todisposal at the Landfill (other than County Waste and Resident Waste) shall be performed by rail.
|
||
For purposes of this Section 2.10(e), “primary method” means eightyseventy percent (870%) or more
|
||
of tonnage of Waste delivered to the Landfill on an aggregate basis per year. Company shall ensure
|
||
that the Landfill is accessible by rail car delivered waste and shall be responsible for all costs and
|
||
expenses incurred in connection with such access. Such access shall be subject to all applicable Laws.
|
||
|
||
Company shall permit no more than [●]8
|
||
trips per day by rail to the LandfillGovernmental
|
||
|
||
Requirements.
|
||
|
||
8
|
||
Date to be determined.
|
||
|
||
12
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(f) Company shall not permit commercial trucks, including trucks operated by or on
|
||
behalf of Company, to deliver waste Waste to the Landfill unless the County has approved the routes
|
||
such trucks will take to the Landfill; and upon such approval, such tTrucks shall only access the Landfill
|
||
through such approved routes. As a condition to the County’s approval of any truck route, the County
|
||
may require Company to pay the cost (or a portion thereof) of road improvements along any proposed
|
||
route. Subject to the two immediately preceding sentences, only trucks operated by or on behalf of the
|
||
(h) Company shall be admitted to the Landfill for tipping and Company’s deliveries shall not exceed
|
||
|
||
an average of two vehicles per hour. Company shall permit no more than [●]9
|
||
trips per day by
|
||
|
||
commercial truck to the Landfill.
|
||
|
||
(g) (i)Private cars and pickup trucks shall be directed to a special disposal area away
|
||
from the active not be permitted to dispose of Waste at the Landfill.
|
||
|
||
(h) There shall be no limit on the service area of the Landfill.
|
||
|
||
2.11. 2.12.Point of Contact. Throughout the Term, Company shall identify and communicate
|
||
to the County one or more persons to serve as Company’s point of contact for the Landfill (the
|
||
“Company POC”). The Company POC (or his designee, as communicated to the County) shall be
|
||
available to the CountyCompany in the case of an emergency, twenty-four (24) hours per day, seven
|
||
(7) days per week.
|
||
|
||
2.13. Recycling. Company shall construct, permit, operate and maintain a recycling drop off
|
||
center at the Landfill (the “Recycling Center”) for the recycling of applicable Acceptable Wastes,
|
||
|
||
at the Landfill-which shall capt id dofall iLears-and- vehicles pany shall
|
||
i shviek dinas-f bk d-of-time.b for-at- }
|
||
|
||
year,
|
||
(ed) Traffic flow shall be regulated by adequate signing in and around the Landfill.
|
||
|
||
(fe) (g)The Parties acknowledge and-agree that the primary method of delivery of waste
|
||
|
||
‘odisposelt the Landfill (other than County Waste-and Resident Waste) shall be performed by rail
|
||
For purposes of this Section 2.10(e), “primary method” means eightyseventy percent (870%) or more
|
||
of tonnage of Waste delivered to the Landfill on an aggregate basis per year. Company shall ensure
|
||
that the Landfill is accessible by rail car delivered waste and shall be responsible for all costs and
|
||
expenses incurred in connection with such access. Such access shall be subject to-all applicable Laws:
|
||
|
||
peny-shell ps an_'s]*_trips—perday—byrail_tothe_LandGlGovernmental
|
||
Requirements,
|
||
|
||
OP ee ee teh
|
||
BR
|
||
osoaeti2ssoasia
|
||
6808/31 14187874
|
||
GL DRAFT 83.2310.12.23
|
||
(2. Comp trucks, inelud ks-operated-b
|
||
behalfof Company to-del he-Landfillunt hes approved th
|
||
dvirucks willtake tothe Japprovel-stiel¢Trucks shall only acess the Landi
|
||
through-sueh approved routes. " she ck-route:
|
||
‘i = i pay-th im th trucks operated by-or on behalt ofthe Hk ‘proposed
|
||
|
||
bj
|
||
|
||
(Compustat aarp sn Compcert
|
||
|
||
P Pe a
|
||
commercial truck-tothe Landfill
|
||
|
||
(g) (Private ears and pickup trucks shall be directed-to-e-speeial-disposalarea away
|
||
fromthe active not be permitted to dispose of Waste at the Landfill,
|
||
|
||
(h) There shall be no limit on the service area of the Landfill.
|
||
|
||
2.12-Point of Contact. Throughout the Term, Company shalll identify and communicate
|
||
to the County one or more persons to serve as Company’s point of contact for the Landfill (the
|
||
|
||
“Company POC”). The Company POC (or his designee, as communicated to the County) shall be
|
||
available to the CountyCompany in the case of an emergency, twenty-four (24) hours per day, seven
|
||
|
||
(7) days per week.
|
||
|
||
|
||
|
||
|
||
|
||
14
|
||
|
||
|
||
including newspapers, mixed paper, magazines and catalogs, aluminum cans, steel and tin cans,
|
||
glass, plastic bottles, metals, and cardboard. The Recycling Center shall be open on the same days
|
||
and during the same hours as the Landfill. Company shall make arrangements for the recycling of the
|
||
waste delivered to the Recycling Center. Company shall comply with all Laws applicable to the
|
||
Recycling Center and the recycling of the waste delivered thereto.
|
||
|
||
2.12. 2.14.Complaints. The County shall provide written notice to Company of public
|
||
complaints received by the Board County with respect to the Landfill, and upon receipt of such notices,
|
||
Company shall give prompt and courteous attention to such complaints.
|
||
|
||
3. Environmental and Siting Matters; Leachate Management; Monitoring.
|
||
|
||
3.1. Compliance with Environmental Laws. Without limiting the requirements of Section 2.1,
|
||
Company shall at all times comply with all Environmental Laws with respect to the construction,
|
||
operation, closure, and post-closure monitoring of the Landfill.
|
||
|
||
3.2. Buffers and Screening. Throughout the Term, Company shall ensure that all areas of the
|
||
Landfill which are used for the disposal of waste Waste shall have buffers and vegetative screening
|
||
consistent with the site plan delivered as part of the Pre-Development Package, and in any event, which
|
||
are sufficient to meet all requirements set forth by the VDEQ or applicable
|
||
|
||
9
|
||
Date to be determined.
|
||
|
||
13
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
LawsGovernmental Requirements. In addition, the operational areas of the Landfill shall be sited, at
|
||
a minimum:
|
||
|
||
(a) not less than five hundred (500) feet from the nearest residence, church, school or
|
||
recreational area as of the date of this Agreement;
|
||
|
||
(b) not less than five hundred (500) feet from any well or spring being used for
|
||
drinking water as of the date of this Agreement;
|
||
|
||
(c) not less than one hundred (100) feet from any regularly flowing channel of water
|
||
as of the date of this Agreement, and
|
||
|
||
(d) not less than fifty (50) feet from any public road as of the date of this Agreement.
|
||
|
||
3.3. Wells at Adjacent Homes. If requested by any existing landowner who has a well within
|
||
three thousand (3,000) feet of the Landfill as of the date of this Agreement, Company shall offer, at its
|
||
expense, to construct a deep well for such landowner if that landowner is currently using a shallow
|
||
well (less than one hundred (100) feet at the water source).
|
||
|
||
3.34. Litter Control. All Acceptable Waste shall be compacted as soon as practicable after it is
|
||
unloaded at the Landfill. Cover material shall be applied daily in accordance with the Permit. The
|
||
working area will be kept as small as practicable to minimize the potential for blowing debris. Litter
|
||
|
||
ad apers. 4 sand-catalogs-al and:
|
||
Papers; Papers Sr i
|
||
|
||
1ass_plastie-botth Js-and-cardboard-The Recycl shall hi
|
||
|
||
d-durine th A he Landfill halLmak forth Ling of t
|
||
|
||
Reeyelina- Ci th Jing of the delivered-h
|
||
|
||
2.12. 244,Complaints. The County shall provide written notice to Company of public
|
||
complaints received by the Board-County with respect to the Landfill, and upon receipt of such notices,
|
||
Company shall give prompt and courteous attention to such complaints.
|
||
|
||
3. Environmental and Siting Matters; Leachate Management; Monitoring.
|
||
|
||
3.1. Compliance with Environmental Laws. Without limiting the requirements of Section 2.1,
|
||
Company shall at all times comply with all Environmental Laws with respect to the construction,
|
||
operation, closure, and post-closure monitoring of the Landfill.
|
||
|
||
3.2. Buffers and Screening. Throughout the Term, Company shall ensure that all areas of the
|
||
|
||
Landfill which are used for the disposal of waste-Waste shall have buffers and vegetative screening
|
||
h-the site plan-delivered ‘he Pre-Devel Package-and which
|
||
|
||
are sufficient to meet all requirements set forth by the VDEQ or applicable
|
||
“Date to be determined.
|
||
|
||
26808/3/44280025v3
|
||
26898/3/1 14187874
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
LawsGovernmental Requirements. In-addition-the-ops 7 F the Landfill shall-be sited;
|
||
|
||
(a) not less than five hundred (500) feet from the nearest residence, church, school or
|
||
recreational area as of the date of this Agreement;
|
||
|
||
(b) not less than five hundred (500) feet from any well or spring being used for
|
||
drinking water as of the date of this Agreement;
|
||
|
||
(c) not less than one hundred (100) feet from any regularly flowing channel of water
|
||
as of the date of this Agreement, and
|
||
|
||
(d) not less than fifty (50) feet from any public road as of the date of this Agreement.
|
||
|
||
33.Well f Hi 1 bya sting land sho-he H-withi
|
||
|
||
Hf reques
|
||
snree-thousand-(3.000) feet of the Landfill-as-of the-date-of thi pany-shall-off
|
||
bland fthat-tand ‘ 1: halk
|
||
|
||
3.34. Litter Control. All Acceptable Waste shall be compacted as soon as practicable after it is
|
||
unloaded at the Landfill. Cover material shall be applied daily in accordance with the Permit. The
|
||
working area will be kept as small as practicable to minimize the potential for blowing debris. Litter
|
||
|
||
14
|
||
|
||
|
||
|
||
|
||
15
|
||
|
||
|
||
control will be provided by temporary fencing or cover, if necessary.
|
||
|
||
3.45. Site Drainage. Subject to the Permit and any applicable Governmental Requirements,
|
||
Company shall, throughout the Term:
|
||
|
||
(a) keep all drainage ways at the Landfill free of debris and other obstructions to the
|
||
flow of water;
|
||
|
||
(b) excavate all sediment ponds as the need arises with the trapped sediment being
|
||
returned as cover material on the Landfill; and
|
||
|
||
(c) prevent water contaminated with leachate from being discharged from the Landfill
|
||
to the natural drainage outfalls.
|
||
|
||
3.56. Odor Management. Company agrees to take reasonable steps to mitigate odor at and
|
||
around the Landfill throughout the Term. In the event in Company or the County receives any
|
||
complaints with respect to odor caused by the Landfill, Company shall adopt and implement an odor
|
||
management plan, which shall comply with 9VAC20-81-200, as applicable. Company acknowledges
|
||
that any odor complaint received by the County will be immediately forwarded to VDEQ. Continued
|
||
violations of odor control requirements (as set forth under applicable LawGovernmental Requirements)
|
||
will be considered a violation of this Agreement.
|
||
|
||
14
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
3.67. Leachate Management. Company shall implement, operate, and maintain a leachate leak
|
||
detection system, a leachate management system, and the Leachate Storage Facility at the Landfill.
|
||
The leachate detection system the Leachate Management System throughout the Term. The Leachate
|
||
Management System shall be sufficient to test water quality parameters for the presence of leachate on
|
||
a continuous basis. The Leachate Storage Facility Management System shall be sufficient to store
|
||
leachate for up to ninety sixty (9060) days, or such longer period as may be required by VDEQ or
|
||
applicable LawGovernmental Requirements. Under no circumstances shall Company allow untreated
|
||
leachate to escape the Landfill areas into surrounding surface or ground waters.
|
||
|
||
3.78. Groundwater Sampling and Testing. Company shall construct and maintain monitoring
|
||
wells around the perimeter of the Landfill (and within the buffer areas) with maintain the Groundwater
|
||
Management System throughout the Term, subject to VDEQ’s approval of the locations of said wells
|
||
to be approved by VDEQ prior to their construction. All drilling logs will be retained and made
|
||
available at the County’s request. Beginning with the execution of this Agreement, or as soon thereafter
|
||
as practicable, Company shall take groundwater samples quarterly and analyze such samples per the
|
||
parameters established by the VDEQ. Company shall provide this information to the VDEQ and the
|
||
County, thereby establishing the basis for future and on-going monitoring efforts.
|
||
|
||
3.89. Surface Water Sampling and Testing. On a quarterly basis or as required by VDEQ,
|
||
throughout the Term, Company shall sample all natural surface water bodies which flow through or
|
||
adjoin the Landfill site for flow and water quality, upstream and downstream of the possible point of
|
||
|
||
control will be provided by temporary fencing or cover, if necessary.
|
||
|
||
3.45, Site Drainage, Subject to the Permit and any applicable Governmental Requirements,
|
||
Company shall, throughout the Term:
|
||
|
||
(a) keep all drainage ways at the Landfill free of debris and other obstructions to the
|
||
flow of water;
|
||
|
||
(b) excavate all sediment ponds as the need arises with the trapped sediment being
|
||
returned as cover material on the Landfill; and
|
||
|
||
(c) prevent water contaminated with leachate from being discharged from the Landfill
|
||
to the natural drainage outfalls.
|
||
|
||
3.56. Odor Management. Company agrees to take reasonable steps to mitigate odor at_and
|
||
around the Landfill throughout the Term. In the event in Company or the County receives any
|
||
complaints with respect to odor caused by the Landfill, Company shall adopt and implement an odor
|
||
|
||
management plan, which shall comply with 9VAC20-81-200, as applicable. ( Compeny_seknowledges
|
||
|
||
-by-the-C 1b. fe
|
||
1 fod fund licable_LawG LR,
|
||
ppl
|
||
1 be-considered-a this
|
||
4
|
||
26808:244428002503
|
||
\s78T04
|
||
|
||
GL DRAFT $3.2310.1
|
||
|
||
3.67. Leachate Management. Company shall implement, operate, and maintain eleachate leak
|
||
d Jeack .d-the- Leach Facil he Landfi
|
||
7 " :
|
||
|
||
‘The leachate detection-system-the Leachate Management System throughout the Term, The Leachate
|
||
Management System shall be sufficient to test water quality parameters for the presence of leachate on
|
||
a continuous basis. The Leachate Storage-Faciity Management System shall be sufficient to store
|
||
leachate for up to ninety-sixty (9060) days, or such longer period as may be required by VDEQ or
|
||
applicable LawGovernmental Requirements, Under no circumstances shall Company allow untreated
|
||
leachate to escape the Landfill areas into surrounding surface or ground waters.
|
||
|
||
3.18. Groundwater Sampling and Testing. Company shall constructand-mainiain. monitoring
|
||
|
||
Hl: fthe Landfill (and within the bufl h-maintain the Groundwater
|
||
|
||
Management Stern throughout the Term, subject to VDEQ’s approval of the locations of said wells
|
||
|
||
pproved_by VDEQ-p: he - All drilling logs will be retained and made
|
||
available at the County’s request. Beginning-with-th i thereat
|
||
|
||
as practicable, Company shall take groundwater samples quarterly and analyze such samples per the
|
||
parameters established by the VDEQ. Company shall provide this information to the VDEQ and the
|
||
County, thereby establishing the basis for future and on-going monitoring efforts.
|
||
|
||
3,89. Surface Water Sampling and Testing. On a quarterly basis_or_as required by VDEQ.
|
||
throughout the Term, Company shall sample all natural surface water bodies which flow through or
|
||
|
||
adjoin the Landfill site for flow and water quality, upstream and downstream of the possible point of
|
||
15
|
||
|
||
|
||
|
||
|
||
|
||
16
|
||
|
||
|
||
impact by the facility. Company shall send such samples to a laboratory certified by the Commonwealth
|
||
of Virginia for analysis, and if requested shall provide a copy of the results to the County. In the event
|
||
such samples show significant changes, Company shall take additional samples and perform additional
|
||
analyses to determine which water quality parameters have changed, if the changed conditions violate
|
||
water quality standards or other relevant and appropriate standards or requirements, and to identify the
|
||
potential source of pollutants. If the Landfill is found to be the cause of such changes in water quality,
|
||
Company shall take immediate action to correct the pollution by whatever means necessary. All
|
||
violating discharges shall be designated as leachate and disposed of as such.
|
||
|
||
3.910. Residential Water Monitoring. Throughout the Term, Company shall implement a
|
||
residential water supply monitoring program at all drinking water supplies (wells) located within three
|
||
thousand (3,000) feet, or as required by VDEQ, of the Landfill. Company shall report the results of
|
||
such monitoring to the County on a quarterly basis. If the Landfill is found to be the cause of any
|
||
change which would deem the drinking water to be unsafe, Company shall take immediate action to
|
||
correct the pollution by whatever means necessary.
|
||
|
||
3.11. Slope Stability and Foundation Support. On a reasonable basis throughout the Term, but
|
||
not less than annually, Company shall provide to the County results of laboratory and field testing of
|
||
the slope stability and foundation support of the Landfill and all related Landfill facilities on the
|
||
Property, and the adequacy of the compaction of fill materials. Throughout the operation of the
|
||
Landfill, soils shall be compacted to 98% of standard proctor dry density at ± 2% optimum moisture
|
||
content for structural fill, and at 95% standard proctor dry density at ± 2% optimum moisture content
|
||
for general fill.
|
||
|
||
15
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
3.1012. Landfill Liner. Company shall maintain the Landfill Liner System throughout the Term
|
||
in accordance with the designs set forth in the Pre-Development Package and all Governmental
|
||
Requirements.
|
||
|
||
3.113. Air Sampling and Testing. Throughout the Term, Company shall maintain the Air
|
||
Monitoring System and take air samples quarterly and analyze such samples per the parameters
|
||
established by the VDEQ. Company shall provide this information to the VDEQ and the County,
|
||
thereby establishing the basis for future and on-going monitoring efforts.
|
||
|
||
3.14. Split Samples. Company shall, in accordance with § 10.1-1408.1(B)(7) of the Code of
|
||
Virginia (1950), upon written request from the County, split air and water samples so that the County
|
||
may independently test such samples. County shall be responsible for the cost of splitting any air or
|
||
water sample and providing such sample to the County.
|
||
|
||
4. Reporting and Recordkeeping.
|
||
|
||
4.1. Reporting. Throughout the Term, Company shall keep records of waste Waste received
|
||
and the County shall have the right , upon request, to inspect and audit review the same insofar as they
|
||
|
||
impact by the facility. Company shall send such samples to a laboratory certified by the Commonwealth
|
||
of Virginia for analysis, and if requested shall provide a copy of the results to the County. In the event
|
||
such samples show significant changes, Company shall take additional samples and perform additional
|
||
analyses to determine which water quality parameters have changed, if the changed conditions violate
|
||
‘water quality standards or other relevant and appropriate standards or requirements, and to identify the
|
||
potential source of pollutants, If the Landfill is found to be the cause of such changes in water quality,
|
||
Company shall take immediate action to correct the pollution-by-whatever-means—neeessary—All
|
||
lating disch: Jeachate-and-disposed-of as such
|
||
|
||
hall be designated
|
||
S
|
||
|
||
3.940, Residential Water Monitoring. Throughout the Term, Company shall implement a
|
||
residential water supply monitoring program at all drinking water supplies (wells) located within three
|
||
thousand (3,000) feet, or as required by VDEQ, of the Landfill. Company shall report the results of
|
||
such monitoring to. the County on a quarterly basis. If the Landfill is found to be the cause of any
|
||
change which would deem the drinking water to be unsafe, Company shall take immediate action to
|
||
|
||
correct the pollution-by- whatever means necessary.
|
||
|
||
4 Hye shall provide-to the C ts-of Jabs field testina-of
|
||
he-sh ibility-and_found the _Landfill_and-all-related-Landfill—facilities-on_the
|
||
Pi .d-the-ack Fah jon-of filth Jals—Throughout-th "
|
||
Landfill seils shall-be- J 4-98%-of standard: dey-ck 9
|
||
|
||
45
|
||
2oe0eia44428002503
|
||
|
||
26898/3/1141878704
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
3.1042. Landfill Liner. Company shall maintain the Landfill Liner System throughout the Term
|
||
in accordance with the designs set forth in-the-Pre-Devel Package-and-all Governmental
|
||
|
||
Requirement:
|
||
|
||
3.113. Air Sampling and Testing. Throughout the Term, Company shall maintain the Air
|
||
Monitoring System-and—take-ai 2 y-and—anak f es_per the parameters
|
||
established by the VDEQ. Company shall provide this information to the VDEQ-and-th
|
||
thereby establishing the basis for future and on-going monitoring efforts.
|
||
|
||
344 Split Samples- vany-shall: J h-§-10-1-1408-1(B)(7)-of the-Cod
|
||
|
||
4, Reporting and Recordkeeping.
|
||
|
||
4.1, Reporting. Throughout the Term, Company shall keep records of waste Waste received
|
||
and the County shall have the right , upon request, to inspect and auidit review the same insofar as they
|
||
16
|
||
|
||
|
||
|
||
|
||
|
||
17
|
||
|
||
|
||
pertain to the operation of the Landfill. The records shall show the type, weight, source and volume of
|
||
waste Waste received; any deviations made from the plan of operationPermit; those parts of the Landfill
|
||
currently used; receipt records; and copies of all of its inspection reports, monitoring data, and disposal
|
||
arrangements of rejected or removed loads. Such reports shall be prepared and availablesent to the
|
||
County on a quarterly basis.
|
||
|
||
4.2. Information Sessions. At the County’s request, but no more than monthly, Company shall
|
||
meet with the Board County Administrator or its designee to discuss Landfill operations, compliance
|
||
issues or reports, complaints, resolutions, and other matters requested by the BoardCounty. The
|
||
Company shall meet with the Landfill Liaison as frequently as reasonably necessary for the Landfill
|
||
Liaison to perform his or her duties, as set forth herein.
|
||
|
||
4.3. Notices of Violation. Company shall, within fivefifteen (15) Business Days of receipt,
|
||
notify the County in writing of any notice of violation (or similar notice) it receives arising from
|
||
operation of the Landfill. Subject to any reasonable challenge or appeal, Company shall immediately
|
||
take steps to comply with any such notice of violation.
|
||
|
||
4.4. Annual CertificateReport. Company shall prepare and issue to the County an annual
|
||
certificate report of its Landfill operations showing annual tonnages of Waste received at the Landfill,
|
||
and receipts issued by Company. Company shall make availabledeliver such certificate report to the
|
||
County no later than March 1 of each year. The County will hold in confidence and not disclose nor
|
||
use any such information furnished or disclosed to it without the express written approval of Company,
|
||
treating such information in the quarterly reports and annual certificate report with the same degree of
|
||
care and confidentiality with which it treats its own proprietary information. However, such
|
||
information may be subject to the Freedom of Information Act (“FOIA”), and the County shall not be
|
||
in breach of this Section 4.4 in the event the County discloses such information in connection with any
|
||
such FOIA request.
|
||
|
||
16
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
5. Monitoring and Inspection Rights; Reimbursements.
|
||
|
||
5.1. Monitoring by Countyand Inspection Rights.
|
||
|
||
(a) In addition to the duties set forth in Section 1, the Landfill Liaison’s duties shall
|
||
include monitoring and inspection of waste Waste disposal practices at the Landfill and monitoring all
|
||
requirements of this Agreement, applicable LawGovernmental Requirements, and all Required
|
||
Authorizations. Subject to reasonable health and safety requirements prescribed by Company, which
|
||
may include, without limitation, training, use of protective equipment, and escort by Company
|
||
personnel, the Landfill Liaison shall have access to the Landfill and all Landfill records at all times
|
||
during normal working hours, and at such other times, upon prior notification to Company, as may be
|
||
reasonable and necessary to perform his duties; except, that, the Landfill Liaison shall not be entitled
|
||
to review confidential business information, as reasonably identified by Company, that does not pertain
|
||
to such duties.
|
||
|
||
(b) Without limiting the foregoing, the Landfill Liaison shall be authorized to do the
|
||
following:
|
||
|
||
pertain to the operation of the Landfill. The records shall show the type, weight, sousee-and volume of
|
||
waste Waste received; any deviations made-from the plan-ef eperationPermit; those parts of the Landfill
|
||
currently used; seeeiptrecords; and copies of all of its inspection reports, monitoring data, and disposal
|
||
arrangements of rejected or removed loads. Such reports shall be prepared and availablesent to the
|
||
County on a quarterly basis.
|
||
|
||
4.2. Information Sessions. At the County’s request, but no more than monthly, Company shall
|
||
meet with the Board-County Administrator or its designee to discuss Landfill operations, compliance
|
||
|
||
issues or reports, complaints, resolutions, and other matters requested by the BoardCounty. Fhe
|
||
: atl ith-the Landfill Li & " oh for the Landfill
|
||
|
||
quently:
|
||
form -his-or-her-d
|
||
|
||
L
|
||
|
||
sonto-p
|
||
|
||
4.3. Notices of Violation. Company shall, within fivefificen (15) Business Days of receipt,
|
||
notify the County in writing of any notice of violation (or similar notice) it receives arising from
|
||
operation of the Landfill. Subject to any reasonable challenge or appeal, Company shall immediately
|
||
take steps to comply with any such notice of violation.
|
||
|
||
4.4, Annual CestifieateReport. Company shall prepare and issue-te-the-County an annual
|
||
certificate report of its Landfill operations showing annual tonnages of Waste received at the Landfill
|
||
|
||
and receipts issued by Company. Company shall make availabledeliver such eertifieate-report to the
|
||
County no later than March 1 of each year. The County will hold in confidence and not disclose nor
|
||
use any such information furnished or disclosed to it without the express written approval of Company,
|
||
treating such information in the quarterly reports and annual cert#ficate-report with the same degree of
|
||
care and confidentiality with which it treats its own proprietary information, However, such
|
||
information may be subject to the Freedom of Information Act (“FOIA”), and the County shall not be
|
||
in breach of this Section 4.4 in the event the County discloses such information in connection with any
|
||
|
||
such FOIA request.
|
||
|
||
46
|
||
|
||
GL DRAFT 83.2310.12.23
|
||
|
||
5, Monitoring-and-b
|
||
|
||
5.1. Monitoring by Countyand-taspeetion- Rights.
|
||
|
||
In-addi hed forth: he_Landfill-Liaison’s-¢
|
||
js th i LR, ER, 4
|
||
|
||
a Sapp = 4
|
||
Auth bj able health and safety req preseribed b: whieh
|
||
|
||
hack Hout} £ : " bs
|
||
|
||
- > Pi -
|
||
1-the Landfill Lia Jal hi he-LandGill-and-all-LandGilt hi
|
||
ble-and form-his-¢ hat_the Landfill hall not be Hed
|
||
Pe s pts thats
|
||
|
||
confidential business ink : bly-identified-b: pany-thatd P
|
||
|
||
fo such duties.
|
||
|
||
17
|
||
|
||
|
||
|
||
|
||
18
|
||
|
||
|
||
(i) access any and all portions of the Landfill and all buildings thereon; and
|
||
Company shall provide the Landfill Liaison reasonable access to a phone, any employee eating
|
||
facilities, restrooms, an office or other secure space to keep equipment, and an area for the Landfill
|
||
Liaison to observe the Landfill during inclement weather;
|
||
|
||
(ii) stop any vehicle entering the Landfill and inspect the same;
|
||
|
||
(ii) (iii)review all County may review work undertaken at
|
||
|
||
the Landfill;
|
||
|
||
(iii) (iv)participate in or observe County may observe the taking of all samples
|
||
required under this Agreement or by applicable LawGovernmental Requirement; and provided,
|
||
however, that Company shall not take any sample of waste, surface water or groundwater such samples
|
||
without first offering the Landfill Liaison an a reasonable opportunity to participate in such sampling;
|
||
|
||
(iv) (v)take such independent County may take independent tests of
|
||
wasteWaste, surface water, or groundwater or otherwise as the Landfill Liaison deems appropriate;
|
||
and
|
||
|
||
(v) (vi)review all test results and reports obtained in connection with the
|
||
Landfill.
|
||
|
||
5.2. Regular Meetings. Company representatives and the Landfill Liaison shall meet on a
|
||
regular basis, at a time and place mutually agreeable to the Parties, to ensure proper coordination of
|
||
the Landfill Liaison’s duties.
|
||
|
||
5.3. Landfill Liaison Reimbursement. Company will reimburse the County $[●]10
|
||
per annum
|
||
|
||
to defray costs and expenses of employing a the County’s Landfill Liaison (the “Landfill
|
||
|
||
10
|
||
To be determined.
|
||
|
||
17
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
Liaison Reimbursement”). The amount of reimbursement shall be adjusted annually in January of
|
||
each year based on the CPI for the preceding year. The Landfill Liaison shall be a County employee
|
||
or independent contractor, and shall not be an employee or contractor of Company. The Landfill
|
||
Liaison Reimbursement shall be due by January 30 each year.
|
||
|
||
5.4. Monitoring and Inspection Reimbursement. Company will reimburse the County up to
|
||
|
||
$[●]11
|
||
per annum to defray costs and expenses of the County’s monitoring and inspection activities
|
||
|
||
(the “Monitoring and Inspection Reimbursement”) (without duplication of the Landfill Liaison
|
||
Reimbursement). The amount of reimbursement shall be adjusted annually in January of each year
|
||
based on the CPI for the preceding year. The Company shall present documentation of its monitoring
|
||
and inspection expenses by January 10 of each year so that the Parties can determine the amount of the
|
||
Monitoring and Inspection Reimbursement. The Monitoring and Inspection Reimbursement shall be
|
||
due by January 30 of each year.
|
||
|
||
5.3. Payment for Landfill Liaison. The County and Company both acknowledge and agree that
|
||
the Minimum Host Fee is intended, in part, to cover the County’s full cost and of employing the Landfill
|
||
|
||
hall-provide_the-Landfill-L bk phone;
|
||
& fi i k in he-Landfill
|
||
L to-obs the Landfill-d k weather:
|
||
Gi) Gijseview-all County may review work undertaken at
|
||
the Landfill;
|
||
|
||
(iii) (iv)pasticipate in-or-ebserve County may observe the taking of-all samples
|
||
|
||
required under—thisAgreement-or-by applicable, LawGovernmental_Requirement-end-provided;
|
||
hallnot tak
|
||
|
||
however-that- Comp: pk zs
|
||
|
||
hout_first-offering-the Land fil ble-opps partieip sueh-sempling:
|
||
|
||
Liv) (o}take-sueh- independent County may take independent tests of
|
||
wasteWaste, surface water, or groundwater or-oth Landfill propriate;
|
||
and
|
||
|
||
(x) ¢#review all test results and reports obtained in connection with the
|
||
|
||
Landfill.
|
||
Regular Mi . . .s-and_the-Land fit hall
|
||
lar-b: m" if ‘ble-to-the P: 5 coordi €
|
||
; PI PROP
|
||
He hand Lb iaisen sation:
|
||
34 Reimbs z JLreimburse the C $f
|
||
ar a "per
|
||
defi v Ff. he County’s Landfill he“Landfil
|
||
a
|
||
“To-be determined:
|
||
a
|
||
26808344 428002503
|
||
26898311 141878704
|
||
GL DRAFT $3.2310.12.23
|
||
Liaison Reimb Th ¥f seimbs Jnallbe yin of
|
||
based-on-the- CPI for-th P The-L a
|
||
"i d-shall_-not-be A £ The
|
||
pe ip pany Landfill
|
||
L Reimbs JhalL-be-due-by_k 30-each
|
||
4M 4 Reimbs H reimburse the-C
|
||
ci i
|
||
si defi ¢ th 2 d
|
||
el o
|
||
she “Monitori dt Reimbi 2 Gyithout-d fthe LandGltt
|
||
Pe ip
|
||
Reimburs ae £ reimabs shall-be-adjusted H 5 Leach
|
||
M ineand- Reimbi The M ing-and-t Reimbs Jhallbe
|
||
Pe ie
|
||
he Mi Host Fees ded he County's full dof-empl he Landfill
|
||
|
||
18
|
||
|
||
|
||
|
||
|
||
19
|
||
|
||
|
||
Liaison, as well as the activities to be performed by the Landfill Liaison with respect to the Landfill.
|
||
|
||
6. Maintenance and Repairs; Noise and Lighting.
|
||
|
||
6.1. General Maintenance Responsibilities. Company shall be solely responsible for the
|
||
performance and expense of all maintenance and repair activities with respect to the Landfill,
|
||
including all such activities with respect to the facilities, fixtures, and equipment located thereon or
|
||
used in connection therewith.
|
||
|
||
6.2. Damage to Surrounding Infrastructure. To the extent trucks or rail cars delivering or
|
||
hauling waste to or from the Landfill cause damage to the surrounding roads, rail, or other
|
||
infrastructure, Company agrees to participate equitably in the repairs of such damage.
|
||
|
||
6.2. 6.3.Internal Roads. Roads and other passageways within the operating Landfill shall be
|
||
graded as necessary to maintain smooth, well drained surfaces. During dry periods, these operating
|
||
roads and passageways willshall be sprayed with water if necessary to reduce dust problems. Company
|
||
shall be responsible for maintaining such roads and passageways in accordance with Permitthis Section
|
||
6.36.2.
|
||
|
||
6.3. 6.4.Noise and Lighting. Company shall take such steps as are necessary to prevent
|
||
excessive noise levels associated with operations of the Landfill from exceeding 67 decibels (not
|
||
including ambient noise) when measured at the property line of the Landfill site (not including the
|
||
normal sounds of trucks entering the site). No external speakers shall be permitted at the Landfill. Any
|
||
and all outside lighting shall be designed so that there is no material increase in ambient light conditions
|
||
when measured at the property line of the Landfill.
|
||
|
||
7. Insurance. Company shall maintain all Required Insurance Policies throughout the Term. Upon the
|
||
County’s request, from From time to time, Company shall may increase the coverage limits of any or
|
||
all Required Insurance Policies by a reasonable amount or as may be necessary to
|
||
|
||
11
|
||
To be determined.
|
||
|
||
18
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
comply with any applicable Laws Governmental Requirements or Required Authorizations (as may
|
||
be amended from time to time)..
|
||
|
||
8. Financial Assurances; Facility Closure; Post-Closing Monitoring and Maintenance. 8.1.
|
||
|
||
Financial Assurances.
|
||
|
||
(a) Throughout the Term, Company shall:
|
||
|
||
(i) maintain a closure bond or other financial assurances in an amount that is
|
||
sufficient to cover closure costs and post-closure monitoring and remediation costs with respect to the
|
||
Landfill; and in any event, which is sufficient to meet all requirements set forth by VDEQ;
|
||
|
||
Jasthea xs to-be performed by the Land Gill Liaison —with-resj he-Land Slt
|
||
|
||
Maintenance and Repairs: Noise and Lighting,
|
||
|
||
6.1. General Maintenance Responsibilities. Company shall be solely responsible for the
|
||
performance and expense of all maintenance and repair activities with respect to the Landfill,
|
||
including all such activities with respect to the facilities, fixtures, and equipment located thereon or
|
||
|
||
hauling wast fromthe Land fill_cause—das hy di .s_—raih "
|
||
Company agi participate-equitably-in-the-rep: Esuch-d
|
||
6.2. 63dnternal Roads. Roads and other passageways within the operating Landfill. shall be
|
||
graded as necessary to maintain smooth, well drained surfaces. During dry periods, these operating
|
||
roads and passageways willshal! be sprayed with water if necessary to reduce dust-problems. Company
|
||
shall be responsible for maintaining such roads and passageways in accordance with Permitthis Section
|
||
6362.
|
||
|
||
63. 6-4-Noise and Lighting, Company shall take such steps as are necessary to prevent
|
||
e noise levels a: ‘ciated with operations of the Landfill
|
||
|
||
iading amb; «Pat the property-tine-of the-Landfill-site (not ineluding the
|
||
normal eae efile rneing te cto) Ne speakers shall be permitted at the Landfill
|
||
‘y atthe line-of the Landatl
|
||
|
||
prope FE
|
||
|
||
Insurance, Company shall maintain all Required Insurance Policies throughout the Term, Upon-the
|
||
|
||
‘County’s request, from-From time to time, Company shal-may increase the coverage limits of any or
|
||
all Required Insurance Policies by--reasonable-amount-or as may be necessary to
|
||
"To be-determined;
|
||
4B
|
||
dosowsasizemnasea
|
||
|
||
26808/3/1 14187874
|
||
|
||
GL DRAFT 8:3.2310.12.23
|
||
|
||
comply with any applicable Laws Governmental Requirements or Required Authorizations
|
||
|
||
inancial Assurances: Facilit
|
||
|
||
Closure; Post-Closing Monitoring and Maintenance. 8.1.
|
||
Financial Assurances.
|
||
|
||
(a) Throughout the Term, Company shall:
|
||
|
||
(i) maintain a closure bond or other fi nces in an amount that is
|
||
sufficient to cover closure costs and post-closure monitoring and remediation costs with respect to the
|
||
Landfill; and in any event, which is sufficient to meet all requirements set forth by VDEQ:
|
||
|
||
19
|
||
|
||
|
||
|
||
|
||
20
|
||
|
||
|
||
(ii) comply with all financial assurance regulations set forth by VDEQ,
|
||
including the maintenance of prescribed financial test ratios and/or the payment of funds or provision
|
||
of other financial assurances; and
|
||
|
||
(iii) maintain and, upon request, provide to VDEQ and/or the County, records
|
||
of Company’s compliance with such financial assurance requirements; and.
|
||
|
||
(iv) on an annual basis, permit the County, or its third party consultants, to
|
||
conduct a review of the sufficiency of such financial assurances; and, in the event the County, as a
|
||
result of such review, determines that such financial assurances are inadequate, Company shall, within
|
||
ninety (90) days of such determination, increase its financial assurance mechanism to the satisfaction
|
||
of the County.
|
||
|
||
(b) Throughout the Term, Company shall maintain a performance bond in an amount
|
||
that is sufficient, as determined by VDEQ the County, to enforce Company’s obligations under this
|
||
Agreement (the “Performance Bond”). The County shall have the right to review and approve, or
|
||
require adjustment to, the Performance Bond on an annual basis throughout the Term. The Performance
|
||
Bond shall be issued by an entity or an institution approved by the County. Company shall promptly
|
||
cooperate and assist with any request by the County to withdraw funds from the Performance Bond in
|
||
order to satisfy Company’s obligations hereunder. In the event that any federal or state agency or
|
||
authority shall require Company to maintain a similar Performance Bond for the Landfill during the
|
||
Term, Company may submit the Performance Bond for satisfaction of such requirements and the
|
||
County shall agree to reasonable modifications of the Performance Bond, provided its rights are not
|
||
materially reduced thereby.
|
||
|
||
8.2. Landfill Closure. Company shall conduct the closure of the Landfill (the “Closure”) in
|
||
compliance with all applicable Laws, including, without limitation, 9VAC20-81- 160Governmental
|
||
Requirements. Company shall provide its closure plan (as may be reasonably amended to comply
|
||
with applicable Law Governmental Requirements or take into consideration any changes permitted
|
||
hereunder) to the County no less than two one (21) years year prior to the anticipated closure of the
|
||
Landfill.
|
||
|
||
19
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
8.3. Post-Closure. Following the Closure, Company shall comply with all post-closure
|
||
requirements set forth under applicable Law, including, without limitation, the requirements of
|
||
9VAC20-81-170in the Permit or as otherwise required by any applicable Governmental Requirements.
|
||
|
||
9. Additional Covenants. Company agrees as follows:
|
||
|
||
9.1. Company shall not maintain or operate the Landfill in such a manner as to pose a
|
||
substantial present or potential hazard to human health or the environment.
|
||
|
||
9.2. Company shall not abandon or cease to operate the Landfill, sell, lease or transfer the
|
||
Landfill, or enter into any Change of Control agreement, without notifying the County’s consent and
|
||
without properly transferring the Permit in accordance with the Regulations and other applicable
|
||
|
||
(i) comply with all financial assurance regulations set forth by VDEQ,
|
||
including the maintenance of prescribed financial test ratios and/or the payment of funds or provision
|
||
of other financial assurances; and
|
||
|
||
(iii) maintain and, upon request, provide to VDEQ-and/or-the County; records
|
||
‘of Company’s compliance with such financial assurance requirements;-and,
|
||
|
||
4 1
|
||
? 6 = te
|
||
a £-the suffi " he-C
|
||
H-of-such: 4 re ,
|
||
Comp
|
||
00)-days-of such-< -
|
||
|
||
(b) Throughout the Term, Company shall maintain a performance bond in an amount
|
||
that is sufficient, as determined by VDEQ-the-Cownts; to enforce Company's obligations wnder—this
|
||
|
||
Agreement (the “Performance Bond”) Ps shall-have-th prove;
|
||
ri 1-basis throughout the Ferm—The Pe
|
||
=
|
||
Bond-shall-be issued bs $ still d-by the C 5 shalt
|
||
PP : ompany shall promptly
|
||
rd isfy *5-obligations-hereunder_In-th ‘ federal
|
||
pany 7 wgeney
|
||
hority-shall similar Perk ‘Bond-for the Landfill during th
|
||
- P
|
||
Ferm: bmit-the Perf Bond °-stich-reqial th
|
||
Comps *t
|
||
x ‘atl ble modifi the Perfe Bond-provided its right
|
||
|
||
8.2. Landfill Closure. Company shall conduct the closure of the Landfill (the “Closure”) in
|
||
compliance with all applicable Laws-inekid chow} 1 460Governmental
|
||
|
||
Requirements. Company shall provide its closure plan (as may be reasonably amended to comply
|
||
with applicable Law-Governmental Requirements or take into consideration any changes permitted
|
||
hereunder) to the County no less than two-one (21)-yeass-year prior to the anticipated closure of the
|
||
Landfill.
|
||
|
||
GL DRAFT $3.2310.1
|
||
|
||
8.3. Post-Closute. Following the Closure, Company shall comply with all post-closure
|
||
i i"
|
||
|
||
requirements set forth underapplicable—Law.
|
||
‘9V.AC20-81-170in the Permit or as otherwise veauied by.any spollable Governmental Requirements.
|
||
|
||
9. Additional Covenants, Company agrees as follows:
|
||
|
||
9.1. Company shall not maintain or operate the Landfill in such a manner as to pose a
|
||
substantial present or potential hazard to human health or the environment.
|
||
|
||
9.2. Company shall not abandon or cease to operate the Landfill, sell, lease or transfer the
|
||
Landfill, or enter into any Change of Control agreement, without notifying the County’s-eonsent and
|
||
without properly transferring the Permit in accordance with the Regulations and other applicable
|
||
|
||
20
|
||
|
||
|
||
|
||
|
||
21
|
||
|
||
|
||
Law.Governmental Requirements.
|
||
|
||
9.3. Company shall not change key personnel without notice to and consent from the County
|
||
and the Director of VDEQ. For purposes of this Agreement, “key personnel” shall include, without
|
||
|
||
limitation, the following persons: [●].12
|
||
|
||
|
||
9.3. Subject to, and without limiting, the terms and conditions of this Agreement or any
|
||
Governmental Regulations or Required Authorizations, Company shall not, without providing the
|
||
County’s prior written consentnotice and an opportunity to comment, permit any significant change in
|
||
the manner and scope of operation of the Landfill which may require new or additional permit
|
||
conditions or safeguards to protect the public health and environment.
|
||
|
||
10. Term.
|
||
|
||
10.1. Term. This Agreement shall become effective upon execution and shall remain in effect
|
||
until waste is no longer accepted at the Landfill is closed in accordance with Section 8.2 and Section
|
||
8.3, unless sooner terminated by written agreement of the Parties (the “Term”). The Parties
|
||
acknowledge that the closure period for the Landfill pursuant to the Act and Regulations will extend
|
||
the Term beyond the closure of the Landfill.
|
||
|
||
10.2. Pre-Closure Notice. Company will notify the County, in writing, at least one hundred
|
||
eighty (180) days prior to ceasing acceptance of waste Waste at the Landfill.
|
||
|
||
11. Representations and Warranties. Company represents and warrants to the County, as of the
|
||
date hereof and throughout the Term, as follows:
|
||
|
||
11.1. Organization. Company is duly organized, validly existing and in good standing as a
|
||
corporation or other entity as represented herein under the laws and regulations of its jurisdiction of
|
||
incorporation, organization, or chartering, and is qualified to do business in the Commonwealth of
|
||
Virginia.
|
||
|
||
12
|
||
Names of key personnel to be included.
|
||
|
||
20
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
11.2. Authorization. Company has the full right, power, and authority to enter into this
|
||
Agreement and to perform its obligations hereunder, and the execution of this Agreement by its
|
||
representative whose signature is set forth at the end hereof has been duly authorized by all necessary
|
||
corporate action.
|
||
|
||
11.3. Beneficial Ownership. The Owners, collectively, own one hundred percent (100%) of
|
||
the beneficial ownership (whether directly or indirectly) of Company.
|
||
|
||
11.4. Binding. When executed and delivered by Company, this Agreement will constitute the
|
||
legal, valid, and binding obligation of Company, enforceable against such party in accordance with its
|
||
|
||
Le%-Governmental Requirements,
|
||
|
||
93-€ hall not change 1 sei ce-to and consent from-th
|
||
€VDEQ_For purposes of ae
|
||
|
||
9.3, Subject to, and without limiting, the terms and conditions of this Agreement or an
|
||
|
||
Governmental Regulations or Required Authorizations, Company shall not, without providing the
|
||
|
||
County2sprior written consentnotice-and-an-epportunity- to-comment, permit any significant change in
|
||
|
||
the manner and scope of operation of the Landfill which may require new or additional permit
|
||
conditions or safeguards to protect the public health and environment.
|
||
|
||
10. Term,
|
||
|
||
10.1. Term. This Agreement shall become effective upon execution and shall remain in effect
|
||
until waste is-ne- longer accepted-at the Landfill is closed in accordance with Section 8.2 and Section
|
||
8.3, unless sooner terminated by written agreement of the Parties (the “Term”). The Parties
|
||
acknowledge that the closure period for the Landfill pursuant to the Act and Regulations will extend
|
||
the Term beyond the closure of the Landfill.
|
||
|
||
11. Representations and Warranties. Company represents and warrants to the County, as of the
|
||
|
||
date hereof and throughout the Term, as follows:
|
||
|
||
11.1, Organization. Company is duly organized, validly existing and in good standing as a
|
||
corporation or other entity as represented herein under the laws and regulations of its jurisdiction of
|
||
incorporation, organization, or chartering, and is qualified to do business in the Commonwealth of
|
||
Virginia.
|
||
|
||
2 Sacee sath nes toni essai tan
|
||
|
||
26808/5/1 141878708
|
||
|
||
GL DRAFT $3.23) 3
|
||
|
||
11.2. Authorization, Company has the full right, power, and authority to enter into this
|
||
Agreement and to perform its obligations hereunder, and the execution of this Agreement by its
|
||
representative whose signature is set forth at the end hereof has been duly authorized by all necessary
|
||
corporate action,
|
||
|
||
11.3. Beneficial Ownership. The Owners, collectively, own one hundred percent (100%) of
|
||
the beneficial ownership (whether directly or indirectly) of Company.
|
||
|
||
11.4. Binding. When executed and delivered by Company, this Agreement will constitute the
|
||
legal, valid, and binding obligation of Company, enforceable against such party in accordance with its
|
||
|
||
24
|
||
|
||
|
||
|
||
|
||
22
|
||
|
||
|
||
terms.
|
||
|
||
11.5. Compliance. Company is in compliance with, and shall operate the Landfill and perform
|
||
its obligations hereunder in compliance with, all applicable Laws Governmental Requirements and all
|
||
Required Authorizations.
|
||
|
||
11.6. Personnel. Company will operate the Landfill using personnel of required skill,
|
||
experience, and qualifications and in a professional manner and shall devote adequate resources to
|
||
meet its obligations under this Agreement.
|
||
|
||
11.7. No Convictions. No In the past five (5) years, no key personnel of Company has been
|
||
convicted of any of the following crimes, which are crime that is punishable as felonies a felony under
|
||
the laws of the Commonwealth of Virginia, or the equivalent thereof under the laws of any other
|
||
jurisdiction: murder; kidnapping; gambling; robbery; bribery; extortion; criminal usury; arson;
|
||
burglary; theft and related crimes; forgery and fraudulent practices; fraud in the offering, sale, or
|
||
purchase of securities; alteration of motor vehicle identification numbers; unlawful manufacture,
|
||
purchase, use or transfer of firearms; unlawful possession or use of destructive devices or explosives;
|
||
violation of the Drug Control Act, Chapter 34 (§ 54.1-3400 et seq.) of Title 54.1; racketeering; violation
|
||
of antitrust laws; or has been adjudged by an administrative agency or a court of competent jurisdiction
|
||
to have violated the environmental protection laws committed a material violation of any
|
||
Environmental Laws of the United States, the Commonwealth of Virginia , or any other state.
|
||
|
||
12. Events of Default; Remedies; Indemnification.
|
||
|
||
12.1. Events of Default.
|
||
|
||
(a) Each of the following events or conditions shall constitute an “Event of Default”
|
||
(whether it shall be voluntary or involuntary or come about or be effected by any requirement of any
|
||
applicable LawGovernmental Requirement):
|
||
|
||
(i) Company fails to pay, within five thirty (530) Business Days days of the
|
||
date due, any amount, or portion thereof, due to the County hereunder, including, without limitation,
|
||
any Development Reimbursement, Host Fee, Minimum Host Fee, Landfill Liaison Reimbursement, or
|
||
Monitoring and Inspection Reimbursement;
|
||
|
||
21
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(ii) any representation, warranty, certification or other statement of fact made
|
||
or deemed made by or on behalf of by the Company herein proves to have been false or misleading in
|
||
any material respect on or as of the date made;
|
||
|
||
(iii) Company fails to perform or observe any covenant, term, condition, or
|
||
agreement contained in this Agreement, and such failure continues unremedied for a period of ten thirty
|
||
(1030) Business Days days after written notice to Company;
|
||
|
||
(iv) any Change of Control Occurs without the County’s prior noticewritten
|
||
|
||
terms,
|
||
|
||
11.5. Compliance. Company is in compliance with, and shall operate the Landfill and perform
|
||
its obligations hereunder in compliance with, all applicable Laws-Governmental Requirements and all
|
||
Required Authorizations.
|
||
|
||
11.6, Personnel. Company will operate the Landfill using personnel of required skill,
|
||
experience, and qualifications and in a professional manner and shall devote adequate resources to
|
||
meet its obligations under this Agreement.
|
||
|
||
11.7. No Convictions. No-In the past five (5) years, no key personnel of Company has been
|
||
|
||
convicted of any of the-fellowing-erimes-whieh-ere-crime that is punishable as felonies-a felony under
|
||
the laws of the Commonwealth of Virginia, or the equivalent thereof under the laws ‘of any other
|
||
|
||
jurisdiction:—murder;—kidnapping;—gambling-rebbery;—briberyex " Yaron:
|
||
burelary-theft-and-telated d-fraudel din-the of "i
|
||
Fores ? . sales
|
||
purehese-of see a hicle-identifiea 's: unlawful manufacture,
|
||
oF antitrastlawse-or has been adjudged b by an administrative agency ora court ‘of competent jurisdiction
|
||
to have violated—th P Jaws—committed_a_material violation of any
|
||
|
||
Environmental L:
|
||
|
||
of the United States, the Commonwealth of Virginia , or any other state.
|
||
12, Events of Default; Remedies: Indemnification,
|
||
12.1, Events of Default
|
||
(a) Each of the following events or conditions shall constitute an “Event of Default”
|
||
(whether it shall be voluntary or involuntary or come about or be effected by any requirement of any
|
||
applicable LawGovernmental Requirement):
|
||
|
||
(i) Company fails to pay, within ve-thirty (530) Business Daysdays_ of the
|
||
date due, any amount, or portion thereof, due to the County hereunder. ineluding-without limitation,
|
||
|
||
Devel Fee-Minimum Host Fee-Land fll Li
|
||
i 5 a
|
||
ab
|
||
dosowsasizem0asvs
|
||
|
||
26808/3/1 14187874
|
||
|
||
GL DRAFT 83.2310.12.23
|
||
|
||
(i) any representation, warranty, certification oF other statement of faet_made
|
||
or deemed made by-or-on-behalfefby the Company herein proves to have been false or misleading in
|
||
|
||
any material respect on or as of the date made:
|
||
|
||
(iii) Company fails to perform or observe any covenant, term, condition, or
|
||
agreement contained in this Agreement, and such failure continues unremedied for a period of ten-thirty
|
||
(1930) Business Days-days after written notice to Company;
|
||
|
||
(iv) any Change of Control Occurs without the County’s prior noticewsitten
|
||
22
|
||
|
||
|
||
|
||
|
||
23
|
||
|
||
|
||
consent;
|
||
|
||
(v) Company (A) commences any case, proceeding or other action under any
|
||
existing or future Debtor Relief Law, seeking (1) to have an order for relief entered with respect to it,
|
||
or (2) to adjudicate it as bankrupt or insolvent, or (3) reorganization, arrangement, adjustment, winding-
|
||
up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (4) appointment
|
||
of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
|
||
part of its assets, or (B) makes a general assignment for the benefit of its creditors;
|
||
|
||
(vi) there is commenced against Company in a court of competent jurisdiction
|
||
any case, proceeding or other action of a nature referred to in Section 12.1(a)(v) above which (A) results
|
||
in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed,
|
||
undischarged, unstayed or unbonded for sixty (60) days;
|
||
|
||
(vii) Company takes any action in furtherance of, or indicating its consent to,
|
||
approval of, or acquiescence in, any of the acts set forth in Section 12.1(a)(v) or Section 12.1(a)(vi);
|
||
or
|
||
|
||
(viii) Company is generally not, or is unable to, or admits in writing its
|
||
inability to, pay its debts as they become due.
|
||
|
||
(b) If any Event of Default occurs and is continuing, the County may, upon written
|
||
notice to Company, take any or all of the following actions, which shall be in addition to any other
|
||
remedy available to the County at law or in equity:
|
||
|
||
(i) Issue a Stop Work Order, upon receipt of which, Company shall immediately halt all operations at
|
||
the Landfill, except for those operations which are necessary to protect against the threat of material
|
||
|
||
harm to human health or the environment.
|
||
|
||
(i) Seek any remedy provided for under this Agreement;
|
||
|
||
(ii) Demand that Company close the Landfill, and thereafter, Company shall
|
||
proceed to close the Landfill in accordance with Sections 8.1 and 8.2. (ii) (iii)Extend the period
|
||
during which Company may remediate such Event of Default; provided, that, if such Event of
|
||
Default is unremedied at the end of such extended period, such Event of Default shall then be
|
||
continuing.; or
|
||
|
||
22
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(iii) (iv)Notify May notify the VDEQ of such Event of Default.
|
||
|
||
12.2. Remedies.
|
||
|
||
(a) 12.2.Equitable Remedies. Each Party to this Agreement acknowledges and agrees
|
||
|
||
(v) Company (A) commences any case, proceeding or other action under any
|
||
existing or future Debtor Relief Law, seeking (1) to have an order for relief entered with respect to it,
|
||
or (2) to adjudicate it as bankrupt or insolvent, or (3) reorganization, arrangement, adjustment, winding-
|
||
up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (4) appointment
|
||
of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
|
||
part of its assets, or (B) makes a general assignment for the benefit of its creditors;
|
||
|
||
(vi) there is commenced against Company in a court of competent jurisdiction
|
||
any case, proceeding or other action of a nature referred to in Section 12.1(a)(v) above which (A) results
|
||
in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed,
|
||
undischarged, unstayed or unbonded for sixty (60) days;
|
||
|
||
(vii) Company takes any action in furtherance of, or indicating its consent to,
|
||
|
||
scence in, any of the acts set forth in Section 12.1(a)(v) or Section 12.1(a)(vi);
|
||
|
||
approval of, or acqui
|
||
or
|
||
|
||
(viii) Company is generally not, or is unable to, or admits in writing its
|
||
inability to, pay its debts as they become due
|
||
|
||
(b) If any Event of Default occurs and is continuing, the County may, upon written
|
||
notice to Company, take any or all of the following actions, which shall be in addition to. any other
|
||
remedy available to the County at law or in equity:
|
||
|
||
p-Work Ord pt of which, Company shall diately halt all
|
||
: P
|
||
|
||
i) Seek any remedy provided for under this Agreement:
|
||
|
||
#) Demand th Jose-the-Landfill-and-th shall
|
||
.d-to-close the Landfill d 1 Land-82. (i) Gi)Extend the period
|
||
during which Company may remediate such Event of Default; provided, that, ifsuch Event of
|
||
Default is unremedied at the end of such extended period, such Event of Default shall then be
|
||
continuing:
|
||
|
||
or
|
||
|
||
2oeosia44428002503
|
||
26808/3/1 141878704
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
(Notify May notify the VDEQ of such Event of Default,
|
||
|
||
|
||
|
||
|
||
|
||
24
|
||
|
||
|
||
that (ai) a breach or threatened breach by such Party of any of its obligations under this Agreement
|
||
would give rise to irreparable harm to the other Party for which monetary damages would not be an
|
||
adequate remedy and (bii) if a breach or a threatened breach by such party of any such obligations
|
||
occurs, the other Party hereto will, in addition to any and all other rights and remedies that may be
|
||
available to such Party at law, at equity, or otherwise in respect of such breach, be entitled to equitable
|
||
relief, including a temporary restraining order, an injunction, specific performance and any other relief
|
||
that may be available from a court of competent jurisdiction, without any requirement to (iiii) post a
|
||
bond or other security, or (ii(iv) prove actual damages or that monetary damages will not afford an
|
||
adequate remedy. Each Party to this Agreement agrees that such Party shall not oppose or otherwise
|
||
challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an
|
||
order granting equitable relief, in either case, consistent with the terms of this Section 12.2.(a).
|
||
|
||
(b) Notwithstanding any statement herein to the contrary, no Party hereunder shall be
|
||
liable for any indirect, exemplary, or punitive damages in connection with a breach of this Agreement.
|
||
|
||
12.3. Indemnification.
|
||
|
||
(a) Company hereby agrees to indemnify and hold harmless the County from all claims,
|
||
demands and actions, legal or equitable, costs, liabilities and expenses (including court costs and
|
||
reasonable attorney’s fees) (collectively, the “Costs”) that arise from or in connection with the Landfill
|
||
or Company’s design, construction, operation, maintenance, monitoring and closure thereof,
|
||
Company’s breach of any covenant, representation, or warranty provided hereunder, or otherwise in
|
||
connection with this Agreement or the County’s enforcement thereof. Company further agrees to
|
||
indemnify and hold harmless the County from any action brought by any landowner seeking damages
|
||
for any reason as a result of the Landfill, including personal injury, property taking, property damage,
|
||
or inverse condemnation. However, Company shall not be liable for Costs arising out of willful acts or
|
||
omissions of the County, its officers, agents, employees, or representatives, or breaches of any express
|
||
representation, warranty or covenant by the County contained in this Agreement.
|
||
|
||
(b) Company hereby agrees to indemnify and hold harmless the County from any action
|
||
brought by any third party seeking damages for any reason as a result of the Landfill, including personal
|
||
injury, property taking, property damage, or inverse condemnation. However, (i) Company shall not
|
||
be liable for Costs arising out of willful acts or omissions of the County, its officers, agents, employees,
|
||
or representatives, or breaches of any express representation, warranty or covenant by the County
|
||
contained in this Agreement; and (ii) the term “Costs” shall not include any indirect, exemplary, or
|
||
punitive damages.
|
||
|
||
23
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(c) (b)As of the date of this Agreement, as between Company and the County,
|
||
Company shall be liable for, and shall indemnify and hold harmless the County from, all Costs arising
|
||
out of or in connection with the condition of the Landfill, and the County shall not be liable for any
|
||
such condition which pre-dates or post-dates the date of this Agreement.
|
||
|
||
" breach-oth d-breach-by-such-P its obli "
|
||
1d parable h she-other-Party-for-which a be
|
||
"i ‘dy-and-(bii) if. a_breach i" .d-breach-by-such " 4,-obh
|
||
4 ay Pi is
|
||
Jabk Pe 1 sh fsuch_breach-be-entitled bh
|
||
y . a speet I at
|
||
includ my specifie perf a herrelief
|
||
- f s 5 —$P #
|
||
hi be-available-fi potent juriod hi - °
|
||
bond-or oth ° 1d we f m fore
|
||
de edy—Fach-P hi hat such Party shall-not-opp hy
|
||
shall " "s ble-reliefor th sf m Ff
|
||
PPFOp! et ipetent
|
||
quitable-relief-in-eith 5s the thi 1
|
||
|
||
(b) Notwithstanding any statement herein to the contrary. no Party hereunder shall be
|
||
liable for any indirect, exemplary, or punitive damages in connection with a breach of this Agreement.
|
||
|
||
12.3. Indemnification.
|
||
|
||
(a) Company hereby agrees to indemnify and hold harmless the County from all claims,
|
||
demands and actions, legal or equitable, costs, liabilities and expenses (including court costs and
|
||
reasonable attorney’s fees) (collectively, the “Costs”) that arise from or in connection with the Landfill
|
||
‘or Company’s design, construction, operation, maintenance, monitoring and closure thereof,
|
||
Company’s breach of any covenant, representation, or warranty provided hereunder, or otherwise in
|
||
|
||
connection with this Agreement or the County’s enforcement thereof. Company-fartheragrees-to
|
||
Jemaify-and hold ha 9 from any-action-browaht-by any landowner seeking damases
|
||
|
||
& ‘i TLandfili-ineld 1 in ;
|
||
5, ; pe : :
|
||
|
||
demnation 4k hall not be Hable & i ila
|
||
- hens
|
||
ane i ployees, wor breaches of any exp
|
||
by dh re
|
||
P : iy 2
|
||
|
||
(b) Company hereby agrees to indemnify and hold harmless the County from any action
|
||
|
||
brought by any third party seeking damages for any reason as a result of the Landfill, including personal
|
||
injury, property taking, property damage, or inverse condemnation. However, (i) Company shall not
|
||
|
||
be liable for Costs arising out of willful acts or omissions of the County, its officers, agents, employees.
|
||
or representatives, or breaches of any express representation, warranty or covenant by the Count)
|
||
|
||
contained in this Agreement; and (ii) the term “Costs” shall not include any indirect, exemplary, or
|
||
punitive damages.
|
||
|
||
26808:344428002503
|
||
26808/3/1 141878708
|
||
|
||
GL DRAFT $3.2310.12.23
|
||
|
||
(c) (b)As of the date of this Agreement, as between Company and the County,
|
||
Company shall be liable for, and shall indemnify and hold harmless the County from, all Costs arising
|
||
out of or in connection with the condition of the Landfill, and the County shall not be liable for any
|
||
such condition which pre-dates or post-dates the date of this Agreement.
|
||
|
||
24
|
||
|
||
|
||
|
||
|
||
|
||
25
|
||
|
||
|
||
(d) Any Party making a claim for indemnification under this Section 12.3 (an
|
||
“Indemnitee”) shall notify the indemnifying Party (an “Indemnitor”) of the claim in writing promptly
|
||
after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it
|
||
(if by a third party), describing the claim, the amount thereof (if known and quantifiable), and the basis
|
||
thereof; provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its
|
||
obligations hereunder except to the extent that (and only to the extent that) such failure shall have
|
||
caused the damages for which the Indemnitor is obligated to be greater than such damages would have
|
||
been had the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall be
|
||
entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim
|
||
giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option
|
||
(subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing
|
||
counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense;
|
||
provided further that, prior to the Indemnitor assuming control of such defense it shall first (i) verify
|
||
to the Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of any
|
||
rights) for the entirety of all liabilities relating to such claim for indemnification and that it will provide
|
||
full indemnification (whether or not otherwise required hereunder) to the Indemnitee with respect to
|
||
such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for
|
||
indemnification hereunder and (ii) enter into an agreement with the Indemnitee in form and substance
|
||
satisfactory to the Indemnitee which agreement unconditionally guarantees the payment and
|
||
performance of any liability which may arise with respect to such action, lawsuit, proceeding or
|
||
investigation; and provided further, that:
|
||
|
||
(i) the Indemnitee shall be entitled to participate in the defense of such claim
|
||
and to employ counsel of its choice for such purpose; provided that the fees and expenses of such
|
||
separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such separate
|
||
counsel that are incurred prior to the date the Indemnitor effectively assumes control of such defense
|
||
which, notwithstanding the foregoing, shall be borne by the Indemnitor);
|
||
|
||
(ii) the Indemnitor shall not be entitled to assume control of such defense and
|
||
shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for
|
||
indemnification relates to or arises in connection with any criminal proceeding, action, indictment,
|
||
allegation or investigation; (B) the Indemnitee reasonably believes an adverse determination with
|
||
respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for
|
||
indemnification would be detrimental to or injure the Indemnitee’s reputation or future business
|
||
prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) upon petition
|
||
by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously
|
||
prosecute or defend such claim; or (E) the Indemnitee reasonably believes that the loss relating to such
|
||
claim for indemnification could exceed the maximum amount that such Indemnitee could then be
|
||
entitled to recover under the applicable provisions of this Agreement; and
|
||
|
||
24
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
(iii) if the Indemnitor shall control the defense of any such claim, the
|
||
Indemnitor shall obtain the prior written consent of the Indemnitee before entering into any settlement
|
||
|
||
(d) Any Party making a claim for indemnification under this Section 12.3 (an
|
||
“Indemnitee”) shall notify the indemnifying Party (an “Indemnitor”) of the claim in writing promptly
|
||
after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it
|
||
(ifby a third party), describing the claim, the amount thereof (if known and quantifiable), and the basis
|
||
thereof, provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its
|
||
obligations hereunder except to the extent that (and only to the extent that) such failure shall have
|
||
caused the damages for which the Indemnitor is obligated to be greater than such damages would have
|
||
|
||
been had the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall be
|
||
entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim
|
||
|
||
giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option
|
||
(subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing
|
||
counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense:
|
||
provided further that, prior to the Indemnitor assuming control of such defense it shall first (i) verify
|
||
|
||
to the Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of am
|
||
|
||
rights) for the entirety of all liabilities relating to such claim for indemnification and that it will provide
|
||
full indemnification (whether or not otherwise required hereunder) to the Indemnitee with respect to
|
||
such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for
|
||
|
||
indemnification hereunder and (ii) enter into an agreement with the Indemnitee in form and substance
|
||
satisfactory to the Indemnitee which agreement_unconditionally guarantees the payment and
|
||
|
||
performance of any liability which may arise with respect to such action, lawsuit, proceeding or
|
||
investigation; and provided further, that:
|
||
|
||
i) the Indemnitee shall be entitled to participate in the defense of such claim
|
||
and to employ counsel of its choice for such purpose; provided that the fees and expenses of such
|
||
separate counsel shall be borne by the Indemnitee (other than any fees and expenses of such separate
|
||
counsel that are incurred prior to the date the Indemnitor effectively assumes control of such defense
|
||
which, notwithstanding the foregoing, shall be borne by the Indemnitor)
|
||
|
||
(ii) the Indemnitor shall not be entitled to assume control of such defense and
|
||
shall_pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for
|
||
|
||
indemnification relates to or arises in connection with any criminal proceeding, action, indictment,
|
||
allegation or investigation; (B) the Indemnitee reasonably believes an adverse determination with
|
||
respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for
|
||
indemnification would be detrimental to or injure the Indemnitee’s reputation or future business
|
||
prospects: (C) the claim seeks an injunction or equitable relief against the Indemnitee: (D) upon petition
|
||
by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigoroush
|
||
|
||
prosecute or defend such claim; or (E) the Indemnitee reasonably believes that the loss relating to such
|
||
claim for indemnification could exceed the maximum amount that such Indemnitee could then be
|
||
entitled to recover under the applicable provisions of this Agreement; and
|
||
|
||
24
|
||
|
||
26808/3/44280025v3
|
||
26898/3/1 141878704
|
||
|
||
GL DRAFT 83.231
|
||
|
||
(iii)_if the Indemnitor shall control the defense of any such claim, the
|
||
Indemnitor shall obtain the prior written consent of the Indemnitee before entering into any settlement
|
||
|
||
25
|
||
|
||
|
||
|
||
|
||
|
||
26
|
||
|
||
|
||
of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation,
|
||
injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does
|
||
not expressly and unconditionally release the Indemnitee from all Liabilities with respect to such claim,
|
||
with prejudice.
|
||
|
||
13. Miscellaneous.
|
||
|
||
13.1. Further Assurances. Each Party shall, upon the reasonable request of the other Party,
|
||
execute such documents and perform such acts as may be necessary to give full effect to the terms of
|
||
this Agreement.
|
||
|
||
13.2. Relationship. Nothing contained in this Agreement shall be construed as creating any
|
||
agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary
|
||
relationship between the Parties, and neither Party shall have authority to contract for or bind the other
|
||
Party in any manner whatsoever.
|
||
|
||
13.3. Notices. All notices, requests, consents, claims, demands, waivers, and other
|
||
communications hereunder shall be in writing and shall be deemed to have been given (a) when
|
||
delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by
|
||
a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during
|
||
normal business hours of the recipient, and on the next Business Day if sent after normal business
|
||
hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail,
|
||
return receipt requested, postage prepaid. Such communications must be sent to the respective Parties
|
||
at the addresses indicated below (or at such other address for a Party as shall be specified in a notice
|
||
given in accordance with this Section 13.3).
|
||
|
||
If to Company: ______________________________
|
||
|
||
______________________________
|
||
|
||
______________________________
|
||
|
||
Attention: __________________
|
||
|
||
Email: __________________
|
||
|
||
If to the County: ______________________________
|
||
|
||
______________________________
|
||
|
||
______________________________
|
||
|
||
Attention: __________________
|
||
|
||
Email: __________________
|
||
|
||
13.4. Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and
|
||
"including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not
|
||
exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this
|
||
Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections,
|
||
Schedules, and Exhibits refer to the Sections of, and Schedules and Exhibits attached to
|
||
|
||
25
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument,
|
||
|
||
ofa claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation,
|
||
injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does
|
||
not expressly and unconditionally release the Indemnitee from all Liabilities with respect to such claim,
|
||
with prejudice,
|
||
|
||
-ellaneous,
|
||
|
||
Further Assurances. Each Party shall, upon the reasonable request of the other Party,
|
||
jocuments and perform such acts as may be necessary to give full effect to the terms of
|
||
this Agreement.
|
||
|
||
13.2. Relationship. Nothing contained in this Agreement shall be construed as creating any
|
||
agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary
|
||
relationship between the Parties, and neither Party shall have authority to contract for or bind the other
|
||
Party in any manner whatsoever.
|
||
|
||
13.3, Notices. All notices, requests, consents, claims, demands, waivers, and other
|
||
communications hereunder shall be in writing and shall be deemed to have been given (a) when
|
||
delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by
|
||
anationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during
|
||
normal business hours of the recipient, and on the next Business Day if sent after normal business
|
||
hours of the recipient or (d) on the third (3rd) day after the date mailed, by certified or registered mail,
|
||
return receipt requested, postage prepaid. Such communications must be sent to the respective Parties
|
||
at the addresses indicated below (or at such other address for a Party as. shall be specified in a notice
|
||
given in accordance with this Section 13.3).
|
||
|
||
If to Company:
|
||
|
||
Attention:
|
||
Email:
|
||
|
||
If to the County
|
||
|
||
13.4, Interpretation, For purposes of this Agreement, (a) the words "include," "includes," and
|
||
"including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not
|
||
exclusive; and (c) the words "herein," “hereof,” “hereby,” "hereto," and "hereunder" refer to this
|
||
Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections,
|
||
Schedules, and Exhibits refer to the Sections of, and Schedules and Exhibits attached to
|
||
|
||
25
|
||
|
||
2esoeauy2s99253
|
||
26808/5/1 141878708
|
||
|
||
GL DRAFT 8:3.2310.12.23
|
||
|
||
this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument,
|
||
|
||
26
|
||
|
||
|
||
|
||
|
||
27
|
||
|
||
|
||
or other document as amended, supplemented, and modified from time to time to the extent permitted
|
||
by the provisions thereof and (z) to a statute means such statute as amended from time to time and
|
||
includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement
|
||
shall be construed without regard to any presumption or rule requiring construction or interpretation
|
||
against the party drafting an instrument or causing any instrument to be drafted. The Schedules and
|
||
Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the
|
||
same extent as if they were set forth verbatim herein.
|
||
|
||
13.5. Entire Agreement. This Agreement, together with all Schedules and Exhibits and any
|
||
other documents incorporated herein by reference, constitutes the sole and entire agreement of the
|
||
Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior
|
||
and contemporaneous understandings and agreements, both written and oral, with respect to such
|
||
subject matter.
|
||
|
||
13.6. Assignments. Company may not assign, transfer, or delegate any or all of its rights or
|
||
obligations under this Agreement, including by operation of law, Change of Control, merger, or a sale
|
||
of substantially all of Company’s assets, without the prior written notice toconsent of the County. Any
|
||
attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.
|
||
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their
|
||
respective successors and permitted assigns.
|
||
|
||
13.7. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto
|
||
and their respective successors and permitted assigns and nothing herein, express or implied, is
|
||
intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or
|
||
remedy of any nature whatsoever, under or by reason of this Agreement.
|
||
|
||
13.8. Headings. The headings in this Agreement are for reference only and shall not affect
|
||
the interpretation of this Agreement.
|
||
|
||
13.9. Amendments. This Agreement may be amended, modified, or supplemented only by an
|
||
agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions
|
||
hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except
|
||
as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights,
|
||
remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver
|
||
thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder
|
||
preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
|
||
privilege.
|
||
|
||
13.10. Severability. If any term or provision of this Agreement is invalid, illegal, or
|
||
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any
|
||
other term or provision of this Agreement or invalidate or render unenforceable such term or provision
|
||
in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal,
|
||
or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to
|
||
effect the original intent of the Parties as closely as possible in a mutually
|
||
|
||
26
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
or other document as amended, supplemented, and modified from time to time to the extent permitted
|
||
by the provisions thereof and (z) to a statute means such statute as amended from. time to time and
|
||
includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement
|
||
shall be construed without regard to any presumption or rule requiring construction or interpretation
|
||
against the party drafting an instrument or causing any instrument to. be drafted. The Schedules and
|
||
Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the
|
||
same extent as if they were set forth verbatim herein.
|
||
|
||
13.5, Entire Agreement. This Agreement, together with all Schedules and Exhibits and any
|
||
other documents incorporated herein by reference, constitutes the sole and entire agreement of the
|
||
Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior
|
||
and contemporaneous understandings and agreements, both written and oral, with respect to such
|
||
subject matter.
|
||
|
||
13.6, Assignments. Company may not assign, transfer, or delegate any or all of its rights or
|
||
obligations under this Agreement, including by operation of law, Change of Control, merger, or a sale
|
||
of substantially all of Company’s assets, without the prior written notice toeonsent of the County. Any
|
||
attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void.
|
||
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their
|
||
respective successors and permitted assigns.
|
||
|
||
13.7. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto
|
||
and their respective successors and permitted assigns and nothing herein, express or implied, is
|
||
intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or
|
||
remedy of any nature whatsoever, under or by reason of this Agreement.
|
||
|
||
13.8, Headings, The headings in this Agreement are for reference only and shall not affect
|
||
the interpretation of this Agreement,
|
||
|
||
13.9, Amendments. This Agreement may be amended, modified, or supplemented only by an
|
||
agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions
|
||
hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except
|
||
as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights,
|
||
remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver
|
||
thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder
|
||
preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or
|
||
privilege.
|
||
|
||
13.10. Severability. If any term or provision of this Agreement is invalid, illegal, or
|
||
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any
|
||
other term or provision of this Agreement or invalidate or render unenforceable such term or provision
|
||
in any other jurisdiction. Upon such determination that any term or other provision is. invalid, illegal,
|
||
or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to
|
||
effect the original intent of the Parties as closely as possible in a mutually
|
||
|
||
26
|
||
|
||
26808/344428002503
|
||
26898/3/1 14187874
|
||
|
||
GL DRAFT 83.2310.1.
|
||
|
||
27
|
||
|
||
|
||
|
||
|
||
28
|
||
|
||
|
||
acceptable manner in order that the transactions contemplated hereby be consummated as originally
|
||
contemplated to the greatest extent possible.
|
||
|
||
13.11. Governing Law; Jurisdiction; Attorney Fees. This Agreement shall be governed by and
|
||
construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect
|
||
to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any
|
||
other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the
|
||
Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of or related to this
|
||
Agreement shall be instituted exclusively in the federal courts of the United States , located in the
|
||
Western District of Virginia, Abingdon Division, or the courts of the Commonwealth of Virginia in
|
||
each case , located in the County of Russell, Virginia, and each Party irrevocably submits to the
|
||
exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process,
|
||
summons, notice, or other document by mail to such Party's address set forth herein shall be effective
|
||
service of process for any suit, action, or other proceeding brought in any such court. If any action,
|
||
suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto
|
||
against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled
|
||
to recover its reasonable attorneys' fees and court costs from the non-prevailing Party.
|
||
|
||
13.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be
|
||
deemed an original, but all of which together shall be deemed to be one and the same agreement. A
|
||
signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission
|
||
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
|
||
|
||
14. Definitions. The following terms have the meanings specified or referred to below: 14.1.
|
||
|
||
“Access Gates” shall have the meaning set forth in Section 2.11(c2.10(b). 14.2.
|
||
|
||
“Act” shall have the meaning set forth in Section 2.1(a).
|
||
|
||
14.3. “Acceptable Wastes” shall have the meaning set forth in Section 2.2(a).
|
||
|
||
14.4. “Agreement” shall have the meaning set forth in the preamble.
|
||
|
||
14.5. “Air Monitoring System” shall have the meaning set forth in Section 1.1(a)(x)(iii).
|
||
|
||
14.6. 14.5.“Bankruptcy Code” means Title 11 of the United States Code, as amended from
|
||
time to time, or any similar federal or state law for the relief of debtors.
|
||
|
||
14.7. 14.6.“Board” means the Russell County Board of Supervisors.
|
||
|
||
14.8. 14.7.“Business Day” means a day other than a Saturday, Sunday, or other day on which
|
||
commercial banks in Richmond, Virginia are authorized or required by Law to be closed for business.
|
||
|
||
27
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
acceptable manner in order that the transactions contemplated hereby be consummated as originally
|
||
contemplated to the greatest extent possible.
|
||
|
||
13.11. Governing Law; Jurisdiction; Attorney Fees. This Agreement shall be governed by and
|
||
construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect
|
||
to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any
|
||
other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the
|
||
Commonwealth of Virginia. Any legal suit, action, or proceeding arising out of or related to this
|
||
Agreement shall be instituted exclusively in the federal courts of the United States , located in the
|
||
Western District of Virginia, Abingdon Division, or the courts of the Commonwealth of Virginia-in
|
||
each-case-, located in the County of Russell, Virginia, and each Party irrevocably submits to the
|
||
exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process,
|
||
summons, notice, or other document by mail to such Party's address set forth herein shall be effective
|
||
service of process for any suit, action, or other proceeding brought in any such court. If any action,
|
||
suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto
|
||
against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled
|
||
to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.
|
||
|
||
13.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be
|
||
deemed an original, but all of which together shall be deemed to be one and the same agreement. A
|
||
signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission
|
||
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
|
||
|
||
14, De
|
||
|
||
ns. The following terms have the meanings specified or referred to below: 14.1.
|
||
“Access Gates” shall have the meaning set forth in Section 2-}4(e2.10(b). 14.2.
|
||
|
||
“Act” shall have the meaning set forth in Section 2.1(a).
|
||
|
||
14,3. “Acceptable Wastes” shall have the meaning set forth in Section 2.2(a).
|
||
|
||
14.4. “Agreement” shall have the meaning set forth in the preamble.
|
||
|
||
14.5. “Air Monitoring System” shall have the meaning set forth in Section 1.1(a)(x)(iii).
|
||
|
||
44.5“Bankruptey Code” means Title 11 of the United States Code, as amended. from
|
||
|
||
time to time, or any similar federal or state law for the relief of debtors.
|
||
|
||
14.7. 44.6“Board” means the Russell County Board of Supervisors.
|
||
|
||
442-“Business Day” means a day other than a Saturday, Sunday, or other day on which
|
||
inks in Richmond, Virginia are authorized or required by Law to be closed for business,
|
||
|
||
commercial
|
||
|
||
ed
|
||
|
||
26908/344428002503
|
||
26808/3/1 141878704
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
28
|
||
|
||
|
||
|
||
|
||
29
|
||
|
||
|
||
14.9. 14.8.“Change of Control” means a transaction or a series of transactions in which the
|
||
individuals who constitute the Owners cease for any reason to own, directly or indirectly, fifty percent
|
||
(50%) or more of the outstanding equity interests of Company.
|
||
|
||
14.10. 14.9.“Closure” shall have the meaning set forth in Section 8.2.
|
||
|
||
14.11. 14.10.“Company” shall have the meaning set forth in the preamble. 14.12.
|
||
|
||
14.11.“Company POC” shall have the meaning set forth in Section 2.122.11.
|
||
|
||
14.13. 14.12.“Construction Requirements” shall have the meaning set forth in Section
|
||
1.2(d)(i).
|
||
|
||
14.14. 14.13.“Construction Waste” means solid waste that is produced or generated during
|
||
construction, remodeling, or repair of pavements, houses, commercial buildings, and other structures.
|
||
Construction Wastes include, but are not limited to lumber, wire, sheetrock, broken brick, shingles,
|
||
glass, pipes, concrete, paving materials, and metal and plastics if the metal or plastics are a part of the
|
||
materials of construction or empty containers for such materials. Paints, coatings, solvents, asbestos,
|
||
any liquid, compressed gases or semi-liquids and garbage are not Construction Wastes.
|
||
|
||
14.15. 14.14.“County” shall have the meaning set forth in the preamble.
|
||
|
||
14.16. 14.15.“County Collection Site” shall mean each waste Waste collection site and/or
|
||
transfer center owned by the County, as more particularly described on Exhibit B attached hereto.
|
||
Exhibit B may be amended from time to time as the County establishes or decommissions each
|
||
collection site or transfer center.
|
||
|
||
14.17. 14.16.“County Waste” means all Acceptable Wastes generated by or on behalf of the
|
||
County, including the agencies, departments and other entities staffed primarily by County employees,
|
||
public schools located in the County, and institutions administered and funded by the County, including
|
||
jails, parks and playgrounds, and placed for curbside collection. County Waste shall also include all
|
||
Acceptable Wastes collected and picked up at each County Collection Site.
|
||
|
||
14.18. 14.17.“CPI” shall have the meaning set forth in Section 2.8(b2.7(b).
|
||
|
||
14.19. 14.18.“Debris Waste” means wastes resulting from land-clearing operations. Debris
|
||
Wastes include, but are not limited to stumps, wood, brush, leaves, soil, and road spoils.
|
||
|
||
14.20. 14.19.“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation,
|
||
bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium, receivership,
|
||
insolvency, rearrangement, reorganization or similar debtor relief laws of the US or other applicable
|
||
jurisdictions in effect from time to time.
|
||
|
||
28
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
14,9. 44.8-"Change of Control” means a transaction or a series of transactions in which the
|
||
individuals who constitute the Owners cease for any reason to own, directly or indirectly, fifty percent
|
||
(50%) or more of the outstanding equity interests of Company.
|
||
|
||
14.10, 44.9-“Closure” shall have the meaning set forth in Section 8.2.
|
||
|
||
14.11, +4-40*Company” shall have the meaning set forth in the preamble. 14.12
|
||
|
||
44.1"Company POC” shall have the meaning set forth in Section 2-22.11
|
||
|
||
14.13. 4442-“Construction Requirements” shall have the meaning set forth in Section
|
||
|
||
34:13-"Construetion Waste” means solid waste that is produced or generated during
|
||
construction, remodeling, or repair of pavements, houses, commercial buildings, and other structures.
|
||
Construction Wastes include, but are not limited to lumber, wire, sheetrock, broken brick, shingles,
|
||
glass, pipes, concrete, paving materials, and metal and plastics if the metal or plastics are a part of the
|
||
materials of construction or empty containers for such materials. Paints, coatings, solvents, asbestos,
|
||
any liquid, compressed gases or semi-liquids and garbage are not Construction Wastes
|
||
|
||
14.15, 44-44-"County” shall have the meaning set forth in the preamble.
|
||
|
||
4.16. 14.15.“County Collection Site” s
|
||
|
||
all mean each waste-Waste collection site and/or
|
||
|
||
transfer center owned by the County, particularly-deseribed-on- Exhibit B attached h
|
||
Exhibit B may ded_f ; , blishes-o- d sions_each
|
||
collection site or transfer center,
|
||
|
||
14,17. 44-46"County Waste” means all Acceptable Wastes generated by or on behalf of the
|
||
County, including the agencies, departments and other entities staffed primarily by County employees,
|
||
public schools located in the County, and institutions administered and funded by the County, including
|
||
jails, parks and playgrounds, and placed for curbside collection. County Waste shall also include all
|
||
‘Acceptable Wastes collected and picked up at each County Collection Site.
|
||
|
||
14.18. 44.47-“CPI” shall have the meaning set forth in Section 2-8¢b2.7(b).
|
||
|
||
14,19. 44.18.“Debris Waste” means wastes resulting from land-clearing operations. Debris
|
||
Wastes include, but are not limited to stumps, wood, brush, leaves, soil, and road spoils.
|
||
|
||
14.20. 44.49-"Debtor Relief Laws” means the Bankruptcy Code and all other liquidation,
|
||
bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium, receivership,
|
||
insolvency, rearrangement, reorganization or similar debtor relief laws of the US or other applicable
|
||
jurisdictions in effect from time to time,
|
||
|
||
26808/344280025v3
|
||
26898/9/1 141878704
|
||
|
||
GL DRAFT 83.2310.1.
|
||
|
||
29
|
||
|
||
|
||
|
||
|
||
30
|
||
|
||
|
||
14.21. 14.20.“Demolition Waste” means that solid waste that is produced by the destruction
|
||
of structures and their foundations and includes the same materials as construction wastes.
|
||
|
||
14.22. 14.21.“Effective Date” has the meaning set forth in the preamble.
|
||
|
||
14.23. 14.22.“Environmental Laws” means all present and future Laws relating to pollution
|
||
or protection of human health, wildlife, natural resources, or the environment (including ambient air,
|
||
surface water, groundwater, land surface, or subsurface strata) including such laws governing or
|
||
regulating the use, generation, storage, removal, remediation, recovery, treatment, handling, transport,
|
||
disposal, control, c, discharge of, or exposure to, Hazardous Materials. Without limiting the generality
|
||
of the foregoing, Environmental Laws include the Comprehensive Environmental Response,
|
||
Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and
|
||
Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Section
|
||
2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Hazardous Materials
|
||
Transportation Act, 49 U.S.C. Section 5101, et seq., the Clean Air Act, 42 U.S.C. Sections 7401, et
|
||
seq., the Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq., the Occupational Safety and Health
|
||
Act, 29 U.S.C. Chapter 15, et seq. relating to Hazardous Materials, the Federal Water Pollution Control
|
||
Act, 33 U.S.C. Sections 1251, et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.
|
||
Section 136, et seq., and the River and Harbors Appropriation Act, 33 U.S.C. Section 403, et seq., and
|
||
all regulations adopted thereunder and all state and local analogs. In addition to the foregoing,
|
||
Environmental Laws also means and includes all voluntary cleanup programs and brownfields
|
||
programs under federal, state, or local law and all requirements imposed by any Environmental Permit.
|
||
|
||
14.24. 14.23.“Event of Default” shall have the meaning set forth in Section 12.1(a).
|
||
|
||
14.25. 14.24.“FOIA” shall have the meaning set forth in Section 4.4.
|
||
|
||
14.26. 14.25.“Governmental Authorities” means any and all federal, state, county, city, town,
|
||
other municipal corporation, governmental or quasi-governmental board, agency, authority,
|
||
department, or body having jurisdiction over the Landfill.
|
||
|
||
14.27. 14.26.“Governmental Authorizations” means the permits, licenses, variances,
|
||
entitlements, approvals, and other actions that, under Governmental Requirements applicable to the
|
||
Landfill, have been or must be issued, granted, or taken by Governmental Authorities in connection
|
||
with the Landfill.
|
||
|
||
14.28. 14.27.“Governmental Requirements” means building, zoning, subdivision, traffic,
|
||
parking, land use, environmental, occupancy, health, accessibility for disabled, and other applicable
|
||
laws, statutes, codes, ordinances, rules, regulations, requirements, Laws and decrees of any
|
||
Governmental Authority pertaining to the Landfill. This term shall include the conditions or
|
||
requirements of Governmental Authorizations.
|
||
|
||
14.29. “Groundwater Monitoring System” has the meaning set forth in Section 1.1(a)(xii).
|
||
|
||
29
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
14.21. 44.20-"Demolition Waste” means that solid waste that is produced by the destruction
|
||
of structures and their foundations and includes the same materials as construction wastes.
|
||
|
||
14.22. 44.24-“Effective Date” has the meaning set forth in the preamble.
|
||
|
||
14,23. 44.22-“Environmental Laws” means all present and future Laws relating to pollution
|
||
or protection of human health, wildlife, natural resources, or the environment (including ambient air,
|
||
surface water, groundwater, land surface, or subsurface strata) including such laws governing or
|
||
regulating the use, generation, storage, removal, remediation, recovery, treatment, handling, transport,
|
||
disposal, control, c, discharge of, or exposure to, Hazardous Materials. Without limiting the generality
|
||
of the foregoing, Environmental Laws include the Comprehensive _ Environmental Response,
|
||
Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and
|
||
Recovery Act, 42 U.S.C. Section 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Section
|
||
2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Hazardous Materials
|
||
Transportation Act, 49 U.S.C. Section 5101, et seq. the Clean Air Act, 42 U.S.C. Sections 7401, et
|
||
seq., the Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq., the Occupational Safety and Health
|
||
‘Act, 29 U.S.C. Chapter 15, et seq, relating to Hazardous Materials, the Federal Water Pollution Control
|
||
Act, 33 U.S.C. Sections 1251, et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.
|
||
Section 136, et seq., and the River and Harbors Appropriation Act, 33 U.S.C. Section 403, et seq., and
|
||
all regulations adopted thereunder and all state and local analogs. In addition to the foregoing,
|
||
Environmental Laws also means and includes all voluntary cleanup programs and brownfields
|
||
programs under federal, state, or local law and all requirements imposed by any Environmental Permit.
|
||
|
||
14.24. 44.23.“Event of Default” shall have the meaning set forth in Section 12.1(a),
|
||
|
||
14.25. 14.24.“FOIA” shall have the meaning set forth in Section 4.4.
|
||
|
||
14,
|
||
|
||
44.25."Governmental Authorities” means any and all federal, state, county, city, town,
|
||
other municipal corporation, governmental or quasi-governmental board, agency, authority,
|
||
department, or body having jurisdiction over the Landfill
|
||
|
||
14.27. 4426-Governmental Authorizations” means the permits, licenses, variances,
|
||
entitlements, approvals, and other actions that, under Governmental Requirements applicable to the
|
||
Landfill, have been or must be issued, granted, or taken by Governmental Authorities in. connection
|
||
with the Landfill,
|
||
|
||
14.28. 44.27-"Governmental Requirements” means building, zoning, subdivision, traffic,
|
||
land use, environmental, occupancy, health, accessibility for disabled, and other applicable
|
||
|
||
ides ord eh Laws and decrees of any
|
||
Governmental Authority pertaining to the tani This term shall include the conditions or
|
||
requirements of Governmental Authorizations.
|
||
|
||
parking,
|
||
|
||
14.29. “Groundwater Monitoring System” has the meaning set forth in Section 1.1(a)(sxii).
|
||
29
|
||
|
||
26808/344280025v3
|
||
26898/3/1 14187874
|
||
|
||
GL DRAFT 8:3-2310.12.23
|
||
|
||
30
|
||
|
||
|
||
|
||
|
||
31
|
||
|
||
|
||
14.30. 14.28."Hazardous Materials" means any substance, chemical, material, or waste now
|
||
or in the future defined as a "hazardous substance," "hazardous material," "hazardous waste," "toxic
|
||
substance," "toxic pollutant," "regulated substance," "contaminant," or "pollutant" (or words of similar
|
||
import) within the meaning of, or regulated or addressed under, any Environmental Law. Without
|
||
limiting the generality of the foregoing, Hazardous Materials includes: mold; petroleum and petroleum
|
||
products and compounds containing them or derived from them, including gasoline, diesel fuel, oil,
|
||
and other fuels and petroleum products or fractions thereof; pesticides and herbicides; radon;
|
||
carcinogenic materials; explosives; flammable materials; infectious materials; corrosive materials;
|
||
mutagenic materials; radioactive materials; polychlorinated biphenyls ("PCBs"), and compounds
|
||
containing them; lead and lead-based paint ("LBPs"); asbestos or asbestos containing materials
|
||
("ACMs") in any form that is or could become friable; underground or aboveground storage tanks,
|
||
whether empty or containing any substance; and any medical products or devices, including those
|
||
materials defined as "medical waste" or "biological waste" under relevant statutes or regulations
|
||
pertaining to any Environmental Law.
|
||
|
||
14.31. 14.29.“Host Fee” shall have the meaning set forth in Section 2.8(a2.7(a).
|
||
|
||
14.32. 14.30.“Household Hazardous Wastes” shall have the meaning set forth in Section
|
||
1.1(a)(ix1.1(a)(viii).
|
||
|
||
14.33. 14.31.“Industrial Waste” means any solid waste generated by manufacturing or
|
||
industrial process that is not a regulated hazardous waste. Such waste may include, but is not limited
|
||
to, waste resulting from the following manufacturing processes: electric power generation;
|
||
fertilizer/agricultural chemicals; food and related products/byproducts; inorganic chemicals; iron and
|
||
steel manufacturing; leather and leather products; nonferrous metals manufacturing/foundries; organic
|
||
chemicals; plastics and resins manufacturing; pulp and paper industry; rubber and miscellaneous plastic
|
||
products; stone, glass, clay, and concrete products; textile manufacturing; transportation equipment;
|
||
and water treatment. This term does not include mining waste or oil and gas waste.
|
||
|
||
14.34. 14.32.“Landfill” shall have the meaning set forth in the recitals.
|
||
|
||
14.35. 14.33.“Landfill Liaison” shall have the meaning set forth in Section 1.2(d).(i).
|
||
|
||
14.36. 14.34.“Landfill Liaison ReimbursementLiner System” shall have the meaning set
|
||
forth in Section 5.3.1.1(a)(xi).
|
||
|
||
14.35. “Laws” shall have the meaning set forth in Section 1.1(a)(iv).
|
||
14.37. “Laws” means all applicable federal, state, and local laws, statutes, codes, rules,
|
||
|
||
ordinances, regulations, standards, governmental requirements and policies, administrative rulings,
|
||
court judgments and decrees, and all amendments thereto.
|
||
|
||
14.38. 14.36.“Leachate Storage FacilityManagement System” shall have the meaning set
|
||
forth in Section 1.1(a)(ix).
|
||
|
||
30
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
14,30, 44.28."Hazardous Materials" means any substance, chemical, material, or waste now
|
||
or in the future defined as a "hazardous substance," "hazardous material," "hazardous waste,” "toxic
|
||
substance,” "toxic pollutant," "regulated substance," “contaminant,” or "pollutant" (or words of similar
|
||
import) within the meaning of, or regulated or addressed under, any Environmental Law. Without
|
||
limiting the generality of the foregoing, Hazardous Materials includes: mold; petroleum and petroleum
|
||
products and compounds containing them or derived from them, including gasoline, diesel fuel, oil,
|
||
and other fuels and petroleum products or fractions thereof; pesticides and herbicides; radon;
|
||
carcinogenic materials; explosives; flammable materials; infectious materials; corrosive materials;
|
||
mutagenic materials; radioactive materials; polychlorinated biphenyls ("PCBs"), and compounds
|
||
containing them; lead and lead-based paint ("LBPs"); asbestos or asbestos containing materials
|
||
("ACMs") in any form that is or could become friable; underground or aboveground storage tanks,
|
||
whether empty or containing any substance; and any medical products or devices, including those
|
||
materials defined as "medical waste” or "biological waste" under relevant statutes or regulations
|
||
pertaining to any Environmental Law.
|
||
|
||
14.31. 44.29.“Host Fee” shall have the meaning set forth in Section 2:8(a2.7(a).
|
||
|
||
+430-“Household Hazardous Wastes” shall have the meaning set forth in Section
|
||
|
||
4431Industrial Waste” means any solid waste generated by manufacturing or
|
||
industrial process that is not a regulated hazardous waste. Such waste may include, but is not limited
|
||
to, waste resulting from the following manufacturing processes: electric power generation;
|
||
fertilizer/agricultural chemicals; food and related products/byproducts; inorganic chemicals; iron and
|
||
steel manufacturing; leather and leather products; nonferrous metals manufacturing/foundries; organic
|
||
chemicals; plastics and resins manufacturing; pulp and paper industry; rubber and miscellaneous plastic
|
||
products; stone, glass, clay, and conerete products; textile manufacturing; transportation equipment;
|
||
and water treatment. This term does not include mining waste or oil and gas waste.
|
||
|
||
14.34. 44.32-“Landfill” shall have the meaning set forth in the recitals.
|
||
|
||
14.35. 4433“Landfill
|
||
|
||
iaison” shall have the meaning set forth in Section 1.2(d)-(i)..
|
||
|
||
14.36, 14.34-“Landfill Liaison ReimbursementLiner System” shall have the meaning set
|
||
forth in Section 5-3-1. 1(a)(xi),
|
||
|
||
14.35-“Eaws’-shall-have-th bei it
|
||
|
||
14.37. “Laws” means all applicable federal, state, and local laws, statutes, codes, rules,
|
||
ordinances, regulations, standards, governmental requirements and policies, administrative rulings,
|
||
court judgments and decrees, and all amendments thereto.
|
||
|
||
14.38. 14.36."Leachate Storage Facility Management System” shall have the meaning set
|
||
forth in Section 1.1(a)(ix).
|
||
|
||
26808:344428002503
|
||
26808/3/1 141878708
|
||
|
||
GL DRAFT $3.2310.1
|
||
|
||
31
|
||
|
||
|
||
|
||
|
||
32
|
||
|
||
|
||
14.39. 14.37.“Maximum Volume” shall have the meaning set forth in Section 2.7(a)2.6.
|
||
|
||
14.40. 14.38.“Minimum Host Fee” shall have the meaning set forth in Section 2.8(e2.7(e).
|
||
|
||
14.39. “Monitoring and Inspection Reimbursement” shall have the meaning set forth in
|
||
Section 5.4.
|
||
|
||
14.41. 14.40.“Municipal Solid Waste” means that waste that is normally composed of
|
||
residential, commercial, and institutional solid waste and residues derived from combustion of these
|
||
wastes.
|
||
|
||
14.42. 14.41.“Owners” means [●].133
|
||
|
||
|
||
14.43. 14.42.“Party” or “Parties” shall have the meaning set forth in the preamble.
|
||
|
||
14.44. 14.43.“Performance Bond” shall have the meaning set forth in Section 8.1(b).
|
||
|
||
14.45. 14.44.“Permit” shall have the meaning set forth in Section 1.1(c1.1(b).
|
||
|
||
14.46. 14.45.“Pre-Development Conditions” shall have the meaning set forth in Section
|
||
1.1.
|
||
|
||
14.47. 14.46.“Pre-Development Package” shall have the meaning set forth in Section
|
||
1.1(a).
|
||
|
||
14.48. 14.47.“Property” shall have the meaning set forth in the recitals.
|
||
|
||
14.48. “Recycling Center” shall have the meaning set forth in Section 2.13.
|
||
14.49. “Regulations” shall have the meaning set forth in Section 2.1(a).
|
||
|
||
14.50. “Required Authorizations” shall have the meaning set forth in Section 1.1(a)(i).
|
||
|
||
14.51. “Required Insurance Policies” shall have the meaning set forth in Section
|
||
1.1(e).1.1(c).
|
||
|
||
14.52. “Specialty Waste” means Household Hazardous Wastes, electronic or "e-waste"
|
||
(computers, TVs, VCRs, stereos, copiers, fax machines), white goods (refrigerators, ranges, water
|
||
heaters, freezers) and other similar materials.
|
||
|
||
14.52. “Resident Waste” shall have the meaning set forth in Section 2.9(c).
|
||
|
||
14.53. “Service Area” shall have the meaning set forth in Section 2.5.
|
||
|
||
133
|
||
To list the individual beneficial owners of Company (including any parent entity).
|
||
|
||
31
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 8.3.2310.12.23
|
||
|
||
14.39. 44.37.*Maximum Volume” shall have the meaning set forth in Section 2-7(a)2.6,
|
||
|
||
imum Host Fee” shall have the meaning set forth in Section 2-8¢e2.7(e).
|
||
|
||
oa ion Reimbi shalt have-th forth in
|
||
|
||
14.41. 4440-“Municipal Solid Waste” means that waste that is normally composed of
|
||
residential, commercial, and institutional solid waste and residues derived from combustion of these
|
||
wastes.
|
||
|
||
14.42. +4.44“Owners” means [¢.
|
||
|
||
14.43. 14.42.“Party” or “Parties” shall have the meaning set forth in the preamble.
|
||
14.44, 14.43.“Performance Bond” shall have the meaning set forth in Section 8.1(b).
|
||
|
||
14.45. 44-44-“Permit” shall have the meaning set forth in Section +-+4e1.1(b).
|
||
|
||
14.46. 44-45-“Pre-Development Conditions” shall have the meaning set forth in Section
|
||
|
||
14.47. 44-46-Pre-Development Package” shall have the meaning set forth in Section
|
||
|
||
14.48, 44.47.“Property” shall have the meaning set forth in the recitals.
|
||
|
||
14.48-“Reeyeling Center” shall have th forth B
|
||
|
||
if
|
||
14.49. “Regulations” shall have the meaning set forth in Section 2.1(a).
|
||
|
||
14.50. “Req
|
||
|
||
-d Authorizations” shall have the meaning set forth in Section 1.1(a)(i).
|
||
|
||
14.51. “Required Insurance Policies” shall have the meaning set forth in Section
|
||
|
||
Her LO.
|
||
|
||
14.52. “Specialty Waste” means Household Hazardous Wastes, electronic or "e-waste"
|
||
|
||
‘computers, TVs, VCRs, stereos, copiers, fax machines), white goods (refrigerators, ranges, water
|
||
heaters, freezers) and other similar materials.
|
||
|
||
4
|
||
|
||
14.53-“Serviee A
|
||
|
||
To list the individual beneficial owners of Company (including any parent entity)
|
||
ao
|
||
2esoeauy2s99253
|
||
|
||
26808/5/1 141878708
|
||
|
||
GL DRAFT 8:3.2310.12.23
|
||
32
|
||
|
||
|
||
|
||
|
||
33
|
||
|
||
|
||
14.54. “Stop Work Order” shall have the meaning set forth in Section 1.2(e).
|
||
14.53. 14.55.“Term” shall have the meaning set forth in Section 10.1.
|
||
|
||
14.54. 14.56.“Unacceptable Wastes” shall have the meaning set forth in Section 2.3(a).
|
||
|
||
14.55. 14.57.“VDEQ” shall have the meaning set forth in Section 1.1(c1.1(b). 14.56.
|
||
|
||
14.58.“Violation Notice” shall have the meaning set forth in Section 1.2(e).
|
||
|
||
14.57. “Waste” means any type of waste, including, without limitation, Construction Waste,
|
||
County Waste, Debris Waste, Demolition Waste, Household Hazardous Wastes, Industrial Waste,
|
||
Municipal Solid Waste, Specialty Waste, and Unacceptable Wastes.
|
||
|
||
[Signature page follows.]
|
||
|
||
32
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v4
|
||
|
||
GL DRAFT 8.3.23
|
||
|
||
14.54 “Stop Work Order” shall have th ing set forth 1
|
||
|
||
14.53. 44.55:"Term” shall have the meaning set forth in Section 10.1.
|
||
|
||
14.54. 44-56-“Unacceptable Wastes” shall have the meaning set forth in Section 2.3(a).
|
||
|
||
14.55. 44.57“VDEQ” shall have the meaning set forth in Section 4-1¢e1.1(b). 14.56,
|
||
|
||
44.58.“Violation Notice” shall have the meaning set forth in Section 1,2(e).
|
||
|
||
14.57. “Waste” means any type of waste, including, without limitation, Construction Waste,
|
||
County Waste, Debris Waste, Demolition Waste, Household Hazardous Wastes, Industrial Waste.
|
||
Municipal Solid Waste. Specialty Waste, and Unacceptable Wastes.
|
||
|
||
[Signature page follows.]
|
||
|
||
26808/3/44280025v3
|
||
26898/3/1 141878704
|
||
GEDRAPT S323
|
||
|
||
33
|
||
|
||
|
||
|
||
|
||
34
|
||
|
||
|
||
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
|
||
first above written.
|
||
|
||
|
||
|
||
[THE NOVA COMPANY OF VIRGINIA]144
|
||
|
||
|
||
|
||
|
||
By: ______________________________
|
||
|
||
Name: ______________________________
|
||
|
||
Title: ______________________________
|
||
|
||
|
||
|
||
RUSSELL COUNTY, VIRGINIA
|
||
|
||
By: ______________________________
|
||
|
||
Name: ______________________________
|
||
|
||
Title: ______________________________
|
||
|
||
144
|
||
Legal entity name/place of incorporation to be confirmed.
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v1
|
||
|
||
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
|
||
first above written,
|
||
|
||
Name:
|
||
Title:
|
||
|
||
RUSSELL COUNTY, VIRGINIA.
|
||
|
||
By:
|
||
Name’
|
||
Title:
|
||
|
||
“Legal entity namelplae of incorporation tobe confirmed
|
||
|
||
26s08i34428002503
|
||
|
||
26898/3/11418787V1
|
||
|
||
34
|
||
|
||
|
||
|
||
|
||
35
|
||
|
||
|
||
GL DRAFT 8.3.23
|
||
|
||
Exhibit A
|
||
|
||
Property Description
|
||
|
||
26898/3/11289025v3
|
||
|
||
Exh
|
||
|
||
Property Description
|
||
|
||
35
|
||
|
||
|
||
|
||
|
||
36
|
||
|
||
|
||
26898/3/11418787v1
|
||
|
||
GL DRAFT 8.3.23
|
||
|
||
Exhibit B
|
||
|
||
Host Fee/County Waste Rates
|
||
|
||
26898/3/11418787V1
|
||
|
||
GELDRAFF 83.23
|
||
|
||
Host Fee/County Waste Rates
|
||
|
||
36
|
||
|
||
|
||
|
||
|
||
37
|
||
|
||
|
||
26898/3/11289025v3
|
||
|
||
26898/3/11418787v1
|
||
|
||
26898/3/1 1418787V1
|
||
|
||
37
|
||
|
||
|
||
|