forked from nm3clol/nm3clol-public
3330 lines
148 KiB
Markdown
3330 lines
148 KiB
Markdown
---
|
||
type: document
|
||
title: Landfill Host Agreement (REDLINE - GL 2.21.24)
|
||
file: ../Landfill Host Agreement (REDLINE - GL 2.21.24).PDF
|
||
tags:
|
||
- Gentry_Locke
|
||
- 2024-06-14-Gentry_Locke_FOIA
|
||
docDate: null
|
||
contentType: text/plain
|
||
contentLength: 311191
|
||
sha256sum: eb741144fad30897134e1eb955a93cda5fc1364e270e466a2efc34ae488aee64
|
||
sha1sum: a3a18cbcb4c25a7f5918200ddaf0c1fef3d95be9
|
||
---
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
1
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
LANDFILL HOST AGREEMENT
|
||
|
||
|
||
THIS LANDFILL HOST AGREEMENT (this “Agreement”), dated as of [●], 2024
|
||
(“Effective Date”), is by and between RUSSELL COUNTY, VIRGINIA, a body politic and
|
||
political subdivision of the Commonwealth of Virginia (the “County”), and [THE NOVA
|
||
COMPANY OF 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”.
|
||
|
||
|
||
WHEREAS, Company owns or has certain rights to 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 During the
|
||
permitting process and before construction of the Landfill, Company shall satisfy the following
|
||
conditions (collectively, the “Pre-Development Conditions”) to the County’s sole satisfaction:
|
||
|
||
|
||
(a) 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 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 this process shall be
|
||
repeated until VDEQ approves the draft or proposed Permit.
|
||
|
||
|
||
(b) Company shall submit to the County a pre-development package (the “Pre-
|
||
|
||
Development Package”). Company may submit the Pre-Development Package to the County at
|
||
any time prior VDEQ’s final approval of the Permit. The Pre-Development Package shall
|
||
incorporate the following:
|
||
|
||
|
||
|
||
|
||
1 Legal entity name/place of incorporation to be confirmed.
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
LANDFILL HOST AGREEMI
|
||
|
||
NT
|
||
|
||
THIS LANDFILL HOST AGREEMENT (this “Agreement”), dated as of [8], 2024
|
||
(“Effective Date”), is by and between RUSSELL COUNTY, VIRGINIA, a bod , ic and
|
||
|
||
litical subdivision of the Commonwealth of Virginia (the “County”), and
|
||
COMPANY OF VIRGINIA}, a [®] 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 or has certain rights to 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. Condit
|
||
|
||
ns Precedent to Operation of the Landfill
|
||
|
||
1.1. Pre-Development Conditions. Prier-te-commencing developmentand During the
|
||
permitting process and before construction of the Landfill, Company shall satisfy the following
|
||
|
||
conditions (collectively, the “Pre-Development Conditions”) to the County’s sole satisfaction:
|
||
|
||
(a) 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 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 this process shall be
|
||
repeated until VDEQ approves the draft or proposed Permit.
|
||
|
||
(6) Company shall submit to the County a pre-development package (the “Pre-
|
||
Development Package”). Company may submit the Pre-Development Package to the County at
|
||
any time prior VDEQ’s final approval of the Permit. The Pre-Development Package shall
|
||
incorporate the following:
|
||
|
||
" Legal entity name/place of incorporation to be confirmed.
|
||
|
||
1
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
2
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
(i) a list of 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;
|
||
|
||
|
||
(ii) a list of professionals, contractors, and other advisors engaged (or
|
||
|
||
expected to be engaged) by the Company to assist in the development of the Landfill;
|
||
|
||
|
||
(iii) 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 Governmental Requirements, (B) access points to the Landfill, including rail
|
||
and road access; and (C) landscaping, buffers, and vegetative screening;
|
||
|
||
|
||
(iv) a study by qualified persons with respect to rail access to the
|
||
|
||
Landfill, which shall include detailed analyses of anticipated routes and the impact of the Landfill
|
||
on rail traffic in the surrounding area;
|
||
|
||
|
||
(v) a traffic study by qualified persons, which shall include detailed
|
||
|
||
analyses of anticipated travel routes and the impact of the Landfill on traffic volume in the
|
||
surrounding area;
|
||
|
||
|
||
(vi) 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 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 or draw/angle of
|
||
critical deformation where subsidence could impact the Landfill. The evaluation will further
|
||
consider the depth of mining, thickness of the coal seam, extent of mine voids (percent extraction),
|
||
whether the coal seam was pillared (retreat 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;
|
||
|
||
|
||
(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
|
||
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
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
(i) a list of 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;
|
||
|
||
(ii) a list of professionals, contractors, and other advisors engaged (or
|
||
expected to be engaged) by the Company to assist in the development of the Landfill;
|
||
|
||
(ii) 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 Governmental Requirements, (B) access points to the Landfill, including rail
|
||
and road access; and (C) landscaping, buffers, and vegetative screening;
|
||
|
||
(iv) a study by qualified persons with respect to rail access to the
|
||
Landfill, which shall include detailed analyses of anticipated routes and the impact of the Landfill
|
||
on rail traffic in the surrounding area;
|
||
|
||
(v) a traffic study by qualified persons, which shall include detailed
|
||
analyses of anticipated travel routes and the impact of the Landfill on traffic volume in the
|
||
surrounding area;
|
||
|
||
(vi) 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 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 ef or draw/angle of
|
||
critical deformation where subsidence could impact the Landfill-The-evaluation-will-further
|
||
|
||
sider the depth. hiek
|
||
i; . P
|
||
hether_the-coal-si 4 he-angle-of-d Hy15°-in-th
|
||
sl P
|
||
4 alach i" Je-of def Hy 30° in—th r
|
||
PP: st Pi iS
|
||
Ji d -burden-ch: js i £ pessibh
|
||
PP i =
|
||
bsidence_The-d the Land fil hate Managi th
|
||
"i M hall-each-b hstand-th d
|
||
bsid hi 1 ine-subsidk
|
||
se Comp P ‘
|
||
bil ’ h-as—full_roof ’ ble
|
||
bsidence fi J ‘a he-Land fill Such-eval Jhall_be-submitted toh
|
||
se acting: -
|
||
|
||
(vii) an evaluation of slope stability for all components of the Landfill,
|
||
including the design and construction of the Landiill-Fhis-evaluation-shall-inelude but not be
|
||
|
||
d-to-the- Land fil . bank 1
|
||
fillsand J 1 Ish 4, Jthe Landfill-and ary-and
|
||
iP - Pe
|
||
final slopes of the developed Landfill This eval ke id d
|
||
|
||
include soil_coal-refu d i i based-on-th
|
||
Its-of suffi ples-and-tabi Fi safe 1b 4 h
|
||
hi dards-of p f ‘hnical-engi b Jess-than-a-fi LS-f
|
||
2
|
||
26808/34116721004
|
||
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
3
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
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;
|
||
|
||
(viii) (ix)Company’s plans for monitoring, detecting, collecting, storing,
|
||
and transporting leachate at the Landfill, which shall comply with 9VAC20-81-210; provided, that,
|
||
at a minimum, the Landfill shall include leachate management system (the “Leachate
|
||
Management System”), which shall include a leachate leak detection system, leachate collection
|
||
system, facility capable of storing leachate for up to sixty (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;
|
||
|
||
|
||
(ix) (x)Company’s plans for monitoring, detecting, preventing, storing,
|
||
|
||
removing, and remediating the impacts of household hazardous wastesHazardous Materials and
|
||
items containing Hazardous Materials, 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”);
|
||
|
||
|
||
(x) (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;; and
|
||
|
||
|
||
(xi) (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”).
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
i dafa £43-& ieconditi Jeulated bh
|
||
|
||
a PPFOP!
|
||
manner:
|
||
a plan-and-eval th Is-und
|
||
be placed-under_the Landfill hi bh she-historical-uses-of the
|
||
Pi hy e J eoalrefi ni dh J £ Jeoal
|
||
Pt Pe iP
|
||
Sf *5-eval such jals-shall_include the perf such
|
||
“OPA Pe
|
||
4 .d-by_the-Landfill_and-shall_make-a_d inatie sheth h
|
||
jals-will-adk 1 he-Landfill_In-addi hi Juation-shall-inchude-b
|
||
a PP - 7
|
||
js d-setth 4 id oth js 1:
|
||
pacity, ipated-s a ses
|
||
hether-the-Land (lH. HL perf ceptabl:
|
||
|
||
(viii) x)Company’s plans for monitoring, detecting, collecting, storing,
|
||
and transporting leachate at the Landfill, which shall comply with 9VAC20-81-21
|
||
|
||
he—Landfill_shall_inelude—leach
|
||
M. ”)-which-shall-inelude-a-leachate-leak-detecti Jeach Hh
|
||
facil; bleof. Jeach a -leach:
|
||
a ip ip
|
||
hall-d hat-th de th hate-M:
|
||
pip pany-s s
|
||
Syst sufficient and will adequately-perform-d he Fe with m bh
|
||
P iS Pe
|
||
|
||
(ix) €)Company’s plans for monitoring, detecting, preventing, storing,
|
||
removing, and remediating the impacts of household-hazardous-wastesHazardous Materials and
|
||
items containing Hazardous Materials, including, without limitation, paints, cleaning chemicals,
|
||
motor oil, batteries, pesticides, and howsehold-appliances, such as refrigerators, window air
|
||
conditioners, and other appliances that use ozone-depleting refrigerants (collectively. “Household
|
||
Hazardous Wastes);
|
||
|
||
(x) («)Company’s design for a synthetie-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 expeeted-performance-of th
|
||
LandSlLbi ith bsidence_slope stability found
|
||
? stop : ;
|
||
Ith hi 1 tained und tt
|
||
PP i
|
||
hat-the und 4 1 he- Landfill fall d-to-fil
|
||
Landfll-t hhall- include additional-meas ' sid
|
||
: he Landfill L In-addition-the LandGlLL i
|
||
4 dion fold How the LandGl
|
||
baie ‘i hat will d-the Land Slt .
|
||
2
|
||
|
||
(xi) (ii)Company’s plans for a groundwater monitoring system, which
|
||
shall comply with 9VAC20-8 1-250 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”).
|
||
|
||
s-plans-fe js hich-shall "
|
||
P
|
||
h-all-applicable-G. 7" he“Air Monitoring S ”
|
||
|
||
3
|
||
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
4
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
(c) 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 statutory requirements, with employer's liability limits of at least: (A) $1,000,000 each
|
||
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 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 Pre-Development Conditions have been completed.
|
||
|
||
|
||
(b) Company shall conduct the Construction, and maintain the Landfill
|
||
|
||
throughout the Term, in accordance with the plans and specifications set forth in the Pre-
|
||
Development Package.
|
||
|
||
|
||
(c) Company shall at all times comply with all applicable Governmental
|
||
|
||
Requirements and Required Authorizations, including all required permitted plans, authorizations,
|
||
and conditions applicable to Construction.
|
||
|
||
|
||
(d) During the Construction, Company shall:
|
||
|
||
|
||
(i) permit the County access to the Landfill site, and the County shall
|
||
|
||
have the right to designate a representative (the “Landfill Liaison”) to review Company’s
|
||
compliance with (A) the plans and specifications set forth in the Pre-Development Package, and
|
||
(B) all applicable Governmental Requirements, Required Authorizations, and other permitted
|
||
plans, authorizations, and conditions applicable to the Construction (collectively, the
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
(©) 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 statutory requirements, with employer's liability limits of at least: (A) $1,000,000 each
|
||
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 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 Pre-Development Conditions have been completed.
|
||
|
||
(b) Company shall conduct the Construction, and maintain the Landfill
|
||
throughout the Term, in accordance with the plans and specifications set forth in the Pre-
|
||
Development Package.
|
||
|
||
(©) Company shall at all times comply with all applicable Governmental
|
||
Requirements and Required Authorizations, including all required permitted plans, authorizations,
|
||
and conditions applicable to Construction.
|
||
|
||
(d) During the Construction, Company shall:
|
||
|
||
(i) permit the County access to the Landfill site, and the County shall
|
||
|
||
have the right to designate a representative (the “Landfill Liaison”) to review Company’s
|
||
|
||
compliance with (A) the plans and specifications set forth in the Pre-Development Package, and
|
||
|
||
(B) all applicable Governmental Requirements, Required Authorizations, and other permitted
|
||
|
||
plans, authorizations, and conditions applicable to the Construction (collectively, the
|
||
4
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
5
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
“Construction Requirements”). The County may, upon notice to Company from time to time,
|
||
appoint a successor Landfill Liaison.
|
||
|
||
|
||
(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 Landfill Liaison shall provide written notice of such non-
|
||
compliance to Company (a “Violation Notice”), and Company shall remediate such non-
|
||
compliance within thirty (30) days (or such longer period, as the County may designate in its sole
|
||
discretion) after receipt of such Violation Notice; provided, that, if such non-compliance poses an
|
||
imminent threat of material harm to human health or the environment, the County may, 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 timeto the County administration.
|
||
|
||
|
||
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.
|
||
|
||
|
||
2. Operations; Host Fee.
|
||
|
||
|
||
2.1. Authorization to Operate; Compliance with Governmental 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.).
|
||
|
||
|
||
(b) Company shall at all times during the Term operate the Landfill in
|
||
|
||
compliance with all Governmental Requirements.
|
||
|
||
|
||
2.2. Acceptable Waste.
|
||
|
||
(a) The Company may accept at the Landfill any Municipal Solid Waste,
|
||
|
||
Industrial Waste, Construction Waste, Demolition Waste, and Debris Waste (collectively,
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
“Construction Requirements”). The County may, upon notice to Company from time to time,
|
||
appoint a successor Landfill Liaison.
|
||
|
||
(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.
|
||
|
||
(c) In the event the Landfill Liaison identifies any non-compliance with the
|
||
Construction Requirements, the County Landfill Liaison shall provide written notice of such-non-
|
||
|
||
ia ‘a—“Vielation Notice any—shall Jia ch
|
||
i i 2 Pe
|
||
i ithin-thirty-G0)-¢: ek he Ci & A
|
||
iP y
|
||
discretion) af éptof such Violation Noti hat-if' such 1
|
||
ip PI that; P
|
||
hreat-of. hy hi health-or-th he inits-sol
|
||
disereti ide-for-a-sh i d-in-the Violation N d
|
||
=P 8 Ps 7 ip
|
||
Violation Ne hall-remediate- such-nen-compl hi ssh d
|
||
: Pe
|
||
|
||
ce-Company-s
|
||
oftimeto the County administration.
|
||
|
||
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.
|
||
|
||
2. Operations; Host Fee.
|
||
|
||
2.1. Authorization to Operate: Compliance with Governmental 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.).
|
||
|
||
(b) Company shall at all times during the Term operate the Landfill in
|
||
compliance with all Governmental Requirements.
|
||
|
||
2.2. Acceptable Waste.
|
||
|
||
(a) The Company may accept at the Landfill any Municipal Solid Waste,
|
||
Industrial Waste, Construction Waste, Demolition Waste, and Debris Waste (collectively,
|
||
|
||
5
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
6
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
“Acceptable Wastes”); and the Company shall accept at the Landfill County Waste, as provided
|
||
herein.
|
||
|
||
|
||
(b) Company shall notify the Landfill Liaison prior to submitting any request
|
||
to VDEQ for approval of Specialty Waste.
|
||
|
||
|
||
(c) Fly ash will be accepted at the Landfill and shall be managed in compliance
|
||
|
||
with the Permit and all applicable Governmental 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 the County to be
|
||
dangerous;
|
||
|
||
|
||
(ii) Any material the disposal of which would violate 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
|
||
|
||
Act of 1954, as amended (68 Stat. 923).
|
||
|
||
|
||
2.4. Initial Screening; Removal of Unacceptable Wastes.
|
||
|
||
|
||
(a) Company shall be responsible for initial screening of all Wastes delivered
|
||
to the Landfill to determine (i) whether the 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 shall 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 Governmental Requirements.
|
||
Company may charge the person responsible for delivering such Unacceptable Wastes for the cost
|
||
of removal of such Wastes, so long as Company posts conspicuous signs warning of such charges,
|
||
and such charges do not violate any Governmental Requirements.
|
||
|
||
|
||
2.5. Weighing and Scales.
|
||
|
||
GL DRAFT 2-
|
||
|
||
“Acceptable Wastes”); and the Company shall accept at the Landfill County Waste, as provided
|
||
herein,
|
||
|
||
(b) Company shall notify the Landfill Liaison prior to submitting any request
|
||
to VDEQ for approval of Specialty Waste.
|
||
|
||
(©) Flyash will be accepted at the Landfill and shall be managed in compliance
|
||
with the Permit and all applicable Governmental 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 the County to be
|
||
dangerous;
|
||
|
||
(ii) Any material the disposal of which would violate 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
|
||
Act of 1954, as amended (68 Stat. 923).
|
||
|
||
2.4. Initial Screening; Removal of Unacceptable Wastes.
|
||
|
||
(a) — Company shall be responsible for initial screening of all Wastes delivered
|
||
to the Landfill to determine (i) whether the Waste is Acceptable Waste or Unacceptable Waste;
|
||
|
||
and (i) as applicable, the appropriate disposition within the Landfill At deomed-ressonably
|
||
|
||
Comps
|
||
|
||
(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 Governmental Requirements.
|
||
‘Company may charge the person responsible for delivering such Unacceptable Wastes for the cost
|
||
of removal of such Wastes, so long as Company posts conspicuous signs warning of such charges,
|
||
and such charges do not violate any Governmental Requirements.
|
||
|
||
2.5. Weighing and Scales.
|
||
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
7
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
(a) All vehicles entering and leaving the Landfill to dispose of Waste shall be
|
||
|
||
weighed.
|
||
|
||
(b) All loads delivered by rail shall delivered in a manner that allows for such
|
||
|
||
loads to be weighed prior 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 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.
|
||
|
||
|
||
2.6. Volume and Capacity. The daily Waste volume accepted for disposal in the Landfill
|
||
|
||
will not exceed an average of six ten thousand (6,00010,000) tons per day or the amount permitted
|
||
under the Permit, whichever is less (the “Maximum Volume”). The Parties may increase the
|
||
Maximum Volume only as mutually agreed to by the Parties in writing, subject to the Permit.
|
||
County Waste shall be excluded from the Maximum Volume.
|
||
|
||
|
||
2.7. Host Fee.
|
||
|
||
|
||
(a) Company will pay to the County an escalating host fee (“Host Fee”) at a
|
||
rate which is based on the average tonnage of Waste (other than County Waste) accepted per day
|
||
at the Landfill each month throughout the Term. Company shall calculate the Host Fee on a
|
||
monthly basis by first determining the average tonnage of Waste (other than County Waste)
|
||
delivered per day 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 specified in Section 2.8(d).
|
||
The applicable Host Fee rate shall be determined as set forth on Exhibit B attached hereto.2
|
||
|
||
|
||
(b) Beginning on January 1 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”). The Host
|
||
Fee shall increase accordingly in the event the Maximum Volume is increased in accordance with
|
||
Section 2.6. 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
|
||
|
||
|
||
2 Subject to review; to be consistent with market rates.
|
||
|
||
GL DRAFT 2-
|
||
|
||
(a) All vehicles entering and leaving the Landfill to dispose of Waste shall be
|
||
weighed.
|
||
|
||
(b) All loads delivered by rail shall delivered in a manner that allows for such
|
||
loads to be weighed prior to disposal.
|
||
|
||
(©) 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 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.
|
||
|
||
2.6. Volume and Capacity. The daily Waste volume accepted for disposal in the Landfill
|
||
will not exceed six-ten thousand (6,00010,000) tons per day or-th
|
||
under-the Permit whichever is-less-(the “Maximum Volume”). The Parties may increase the
|
||
Maximum Volume only as mutually agreed to by the Parties in writing, subject to the Permit
|
||
County Waste shall be excluded from the Maximum Volume.
|
||
|
||
2.7. Host Fee.
|
||
|
||
(a) Company will pay to the County an escalating host fee (“Host Fee”) at a
|
||
rate which is based on the average tonnage of Waste (other than County Waste) accepted per day
|
||
at the Landfill each month throughout the Term, Company shall calculate the Host Fee on a
|
||
monthly basis by first determining the average tonnage of Waste (other than County Waste)
|
||
delivered per day 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 specified in Section 2.8(4).
|
||
The applicable Host Fee rate shall be determined as set forth on Exhibit B attached hereto, 2
|
||
|
||
(b) Beginning on January 1 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”). The Host
|
||
Fee shall increase accordingly in the event the Maximum Volume is increased in accordance with
|
||
Section 2.6, 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
|
||
|
||
? Subject to review; to be
|
||
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
8
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
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 (including Acceptable Wastes from any County
|
||
|
||
Collection Site) shall be accepted at the Landfill at the tipping fees set forth for County Waste on
|
||
Exhibit B. In calculating the Host Fee, Company shall exclude all County Waste. 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 thirty (30) days after
|
||
|
||
the end of each month during the Term. Such payment shall be made in accordance with the
|
||
County’s directions, which the 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 later, Company will guarantee a minimum Host Fee payment to the County of
|
||
two hundred fifty thousand dollars ($250,000) 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 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 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 decision is based
|
||
on Company’s violation of any applicable 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 that constitutes an
|
||
Unacceptable Waste.
|
||
|
||
|
||
2.9. 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.
|
||
|
||
|
||
(b) The County shall determine, in its sole discretion, the operating hours of
|
||
|
||
each County Collection Site.
|
||
|
||
(c) The County shall be responsible for the collection and transportation of the
|
||
|
||
Waste from the County Collection Site to the Landfill in order to provide disposal of the County’s
|
||
residential, non-commercial, non-industrial solid Waste.
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
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.
|
||
|
||
(©) All County Waste (including Acceptable Wastes from any County
|
||
Collection Site) shall be accepted at the Landfill at the tipping fees set forth for County Waste on
|
||
Exhibit B. In calculating the Host Fee, Company shall exclude all County Waste. 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.
|
||
|
||
(4) Company shall pay the Host Fee to the County within thirty (30) days after
|
||
the end of each month during the Term. Such payment shall be made in accordance with the
|
||
County's directions, which the County may, by written notice to Company, change from time to
|
||
time.
|
||
|
||
(©) Beginning in 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
|
||
two hundred fifty thousand dollars ($250,000) 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 January | after the first (Ist) 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 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 decision is based
|
||
‘on Company’s violation of any applicable 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 that constitutes an
|
||
Unacceptable Waste.
|
||
|
||
2.9. 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.
|
||
|
||
(b) The County shall determine, in its sole discretion, the operating hours of
|
||
each County Collection Site.
|
||
|
||
(©) The County shall be responsible for the collection and transportation of the
|
||
Waste from the County Collection Site to the Landfill in order to provide disposal of the County’s
|
||
residential, non-commercial, non-industrial solid Waste.
|
||
|
||
8
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
9
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
(d) All Acceptable Wastes from any County Collection Site shall be treated as
|
||
|
||
County Waste.
|
||
|
||
|
||
2.10. Hours of Operation; Access and Security; Service Area.
|
||
|
||
|
||
(a) The Landfill may be open for deliveries 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.
|
||
|
||
|
||
(b) Access to the Landfill shall be limited to (i) rail car access and (ii) controlled
|
||
|
||
public access points by road. Company shall control such access points with locked gates (the
|
||
“Access Gates”) and an attendant shall be present at each Access Gate during operating hours to
|
||
screen incoming Waste. The Access Gate attendants shall screen out 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 what constitutes Acceptable Waste and
|
||
Unacceptable Waste.
|
||
|
||
|
||
(c) Company may install and maintain appropriate video security at the
|
||
Landfill.
|
||
|
||
|
||
(d) Traffic flow shall be regulated by adequate signing in and around the
|
||
|
||
Landfill.
|
||
|
||
|
||
(e) The primary method of disposal at the Landfill (other than County Waste)
|
||
shall be performed by rail. For purposes of this Section 2.10(e), “primary method” means eighty
|
||
percent (80%) 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 and shall be responsible for
|
||
all costs and expenses incurred in connection with such access. Such access shall be subject to all
|
||
applicable Governmental Requirements.
|
||
|
||
|
||
(f) Company shall not permit commercial trucks, including trucks operated by
|
||
|
||
or on behalf of Company, to deliver Waste to the Landfill unless the County has approved the
|
||
routes such trucks will take to the Landfill; and such trucks shall only access the Landfill through
|
||
such approved routes.
|
||
|
||
|
||
(g) Private cars and pickup trucks shall not be permitted to dispose of Waste at
|
||
|
||
the Landfill.
|
||
|
||
|
||
(h) There shall be no limit on the service area of the Landfill.
|
||
|
||
|
||
GL DRAFT 2-
|
||
|
||
(4) All Acceptable Wastes from any County Collection Site shall be treated as
|
||
County Waste.
|
||
|
||
2.10. Hours of Operation; Access and Security: Service Area,
|
||
|
||
(a) The Landfill may be open for deliveries 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.
|
||
|
||
(b) Access to the Landfill shall be limited to (i) rail car access and (ii) controlled
|
||
public access points by road. Company shall control such access points with locked gates (the
|
||
“Access Gates”) and an attendant shall be present at each Access Gate during operating hours to
|
||
screen incoming Waste. The Access Gate attendants shall screen out 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 what constitutes Acceptable Waste and
|
||
Unacceptable Waste.
|
||
|
||
(c) Company may install and maintain appropriate video security at the
|
||
Landfill.
|
||
|
||
(4) Traffic flow shall be regulated by adequate signing in and around the
|
||
Landfill.
|
||
|
||
(e) The primary method of disposal at the Landfill (other than County Waste)
|
||
shall be performed by rail. For purposes of this Section 2.10(e), “primary method” means eighty
|
||
percent (80%) 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 and shall be responsible for
|
||
all costs and expenses incurred in connection with such access. Such access shall be subject to all
|
||
applicable Governmental Requirements.
|
||
|
||
(8 Company shall not permit commercial trucks, including trucks operated by
|
||
or on behalf of Company, to deliver Waste to the Landfill unless the County has approved the
|
||
routes such trucks will take to the Landfill; and such trucks shall only access the Landfill through
|
||
such approved routes.
|
||
|
||
(g) Private cars and pickup trucks shall not be permitted to dispose of Waste at
|
||
the Landfill.
|
||
|
||
(h) There shall be no limit on the service area of the Landfill.
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
10
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
2.11. 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 Company in the case of an emergency, twenty-four (24) hours per day, seven
|
||
(7) days per week.
|
||
|
||
|
||
2.12. Complaints. The County shall provide written notice to Company of public
|
||
complaints received by the 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 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 Governmental
|
||
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 one thousand (3,0001,000) 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).
|
||
|
||
|
||
3.4. 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 control will be provided by temporary fencing or cover, if necessary.
|
||
|
||
|
||
3.5. Site Drainage. Subject to the Permit and any applicable Governmental
|
||
|
||
Requirements, Company shall, throughout the Term:
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
2.11. 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 Company in the case of an emergency, twenty-four (24) hours per day, seven
|
||
(7) days per week.
|
||
|
||
2.12. Complaints. The County shall provide written notice to Company of public
|
||
complaints received by the 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 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 Governmental
|
||
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
|
||
|
||
(4) 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 ¢iree-one thousand (3.0901,000) 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).
|
||
|
||
3.4. 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 control will be provided by temporary fencing or cover, if necessary.
|
||
|
||
3.5. Site Drainage. Subject to the Permit and any applicable Governmental
|
||
Requirements, Company shall, throughout the Term:
|
||
10
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
11
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
(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.
|
||
|
||
|
||
3.6. 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
|
||
Governmental Requirements) will be considered a violation of this Agreement.
|
||
|
||
|
||
3.7. Leachate Management. Company shall implement, operate, and maintain a leachate
|
||
management 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 Management System shall be sufficient to store leachate for
|
||
up to sixty (60) days, or such longer period as may be required by VDEQ or applicable
|
||
Governmental Requirements. Under no circumstances shall Company allow untreated leachate to
|
||
escape the Landfill areas into surrounding surface or ground waters.
|
||
|
||
|
||
3.8. Groundwater Sampling and Testing. Company shall maintain the Groundwater
|
||
|
||
Management System throughout the Term, subject to VDEQ’s approval of the locations of said
|
||
wells. All drilling logs will be retained and made available at the County’s request. 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.
|
||
|
||
|
||
3.9. Surface Water Sampling and Testing. On a quarterly basis 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 impact by the
|
||
facility. Company shall send such samples to a laboratory certified by the Commonwealth of
|
||
Virginia for analysis, and 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.
|
||
|
||
|
||
|
||
GL DRAFT 2-
|
||
|
||
(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
|
||
|
||
(©) prevent water contaminated with leachate from being discharged from the
|
||
Landfill to the natural drainage outfalls.
|
||
|
||
3.6. 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
|
||
Governmental Requirements) will be considered a violation of this Agreement.
|
||
|
||
3.7. Leachate Management. Company shall implement, operate, and maintain a leachate
|
||
‘management 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
|
||
ona continuous basis. The Leachate Management System shall be sufficient to store leachate for
|
||
up to sixty (60) days, or such longer period as may be required by VDEQ or applicable
|
||
Governmental Requirements, Under no circumstances shall Company allow untreated leachate to
|
||
escape the Landfill areas into surrounding surface or ground waters.
|
||
|
||
3.8. Groundwater Sampling and Testing. Company shall maintain the Groundwater
|
||
Management System throughout the Term, subject to VDEQ’s approval of the locations of said
|
||
wells. All drilling logs will be retained and made available at the County’s request. 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.
|
||
|
||
3.9. Surface Water Sampling and Testing. On a quarterly basis 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 impact by the
|
||
facility. Company shall send such samples to a laboratory certified by the Commonwealth of
|
||
Virginia for analysis, and 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.
|
||
|
||
I
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
12
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
3.10. 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 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.
|
||
|
||
3.11. 3.12.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.
|
||
|
||
|
||
3.13. 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.
|
||
|
||
3.12. 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 received
|
||
and the County shall have the right, upon request, to inspect and review the same insofar as they
|
||
pertain to the operation of the Landfill. The records shall show the type, weight, and volume of
|
||
Waste received; any deviations from the Permit; those parts of the Landfill currently used; 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 sent 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 County Administrator or its designee to discuss Landfill operations,
|
||
compliance issues or reports, complaints, resolutions, and other matters requested by the County.
|
||
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 five (5) 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.
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
3.10. 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 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.
|
||
|
||
the Term in accordance with the designs set forth in the Pre-Development Package and all
|
||
Governmental Requirements.
|
||
|
||
34 Jing and-Festing Throughout the F pany shall maintain
|
||
Monitori d-take-ai 0 ly-and-anal hy A hi
|
||
1 Sy" piesa ples-per-the-pr
|
||
blished-by-the VDEQ-C shall- provide-thi he VDEQ-and-th
|
||
pe pI 5
|
||
hereby establishing the basis for fi 4 is js $F
|
||
|
||
3.12, 3:44-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 received
|
||
and the County shall have the right, upon request, to inspect and review the same insofar as they
|
||
pertain to the operation of the Landfill. The records shall show the type, weight, and volume of
|
||
Waste received: any deviations from the Permit; those parts of the Landfill currently used; 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 sent 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 County Administrator or its designee to discuss Landfill operations,
|
||
compliance issues or reports, complaints, resolutions, and other matters requested by the County.
|
||
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 five (5) 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.
|
||
|
||
12
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
13
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
4.4. Annual Report. Company shall prepare and issue to the County an annual report of
|
||
|
||
its Landfill operations showing annual tonnages of Waste received at the Landfill, and receipts
|
||
issued by Company. Company shall deliver such 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 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.
|
||
|
||
5. Monitoring and Inspection Rights; Reimbursements.
|
||
|
||
|
||
5.1. Monitoring and 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 disposal practices at the Landfill and monitoring
|
||
all requirements of this Agreement, applicable Governmental 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:
|
||
|
||
|
||
(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) review all work undertaken at the Landfill;
|
||
|
||
|
||
(iii) observe the taking of all samples required under this Agreement or
|
||
by applicable Governmental Requirement; provided, however, that Company shall not take any
|
||
such samples without first offering the Landfill Liaison a reasonable opportunity to participate in
|
||
such sampling;
|
||
|
||
|
||
(iv) take independent tests of Waste, surface water, or groundwater; and
|
||
|
||
|
||
(v) review all test results and reports obtained in connection with the
|
||
|
||
Landfill.
|
||
|
||
GL DRAFT 2-
|
||
|
||
4.4. Annual Report. Company shall prepare and issue to the County an annual report of
|
||
its Landfill operations showing annual tonnages of Waste received at the Landfill, and receipts
|
||
issued by Company. Company shall deliver such report to the County no later than March | 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 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 (“FOLA”), 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.
|
||
|
||
5. Monitoring and Inspection Rights; Reimbursements.
|
||
|
||
5.1. Monitoring and 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 disposal practices at the Landfill and monitoring
|
||
|
||
all requirements of this Agreement, applicable Governmental 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:
|
||
|
||
(i) access any and all portions of the Landfill and all buildings thereon;
|
||
and Company shalll 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) review all work undertaken at the Landfill;
|
||
|
||
(iii) observe the taking of all samples required under this Agreement or
|
||
by applicable Governmental Requirement; provided, however, that Company shall not take any
|
||
such samples without first offering the Landfill Liaison a reasonable opportunity to participate in
|
||
such sampling;
|
||
|
||
(iv) take independent tests of Waste, surface water, or groundwater; and
|
||
|
||
(v) review all test results and reports obtained in connection with the
|
||
Landfill.
|
||
|
||
13
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
14
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
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. 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 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.
|
||
|
||
|
||
6.2. 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 shall be sprayed with water if necessary to reduce dust. Company shall be
|
||
responsible for maintaining such roads and passageways in accordance with this Section 6.2.
|
||
|
||
|
||
6.3. Noise and Lighting. Company shall take such steps as are necessary to prevent
|
||
|
||
excessive noise levels associated with operations of the Landfill (not including the normal sounds
|
||
of trucks entering the site). 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.
|
||
From time to time, Company may increase the coverage limits of any or all Required Insurance
|
||
Policies as may be necessary to comply with any applicable Governmental Requirements or
|
||
Required Authorizations.
|
||
|
||
|
||
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;
|
||
|
||
|
||
(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
|
||
|
||
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
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. 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 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.
|
||
|
||
6.2. _ 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 shall be sprayed with water if necessary to reduce dust. Company shall be
|
||
responsible for maintaining such roads and passageways in accordance with this Section 6.2
|
||
|
||
6.3. Noise and Lighting. Company shall take such steps as are necessary to prevent
|
||
excessive noise levels associated with operations of the Landfill (not including the normal sounds
|
||
of trucks entering the site). 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.
|
||
From time to time, Company may increase the coverage limits of any or all Required Insurance
|
||
Policies as may be necessary to comply with any applicable Governmental Requirements or
|
||
Required Authorizations.
|
||
|
||
8. Financial Assurances: Faci
|
||
|
||
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;
|
||
|
||
(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
|
||
|
||
14
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
15
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
(iii) maintain and, upon request, provide to VDEQ and/or the County,
|
||
records of Company’s compliance with such financial assurance requirements.
|
||
|
||
|
||
(b) Throughout the Term, Company shall maintain a performance bond in an
|
||
amount that is sufficient, as determined by 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 Governmental Requirements. Company shall
|
||
provide its closure plan (as may be reasonably amended to comply with applicable Governmental
|
||
Requirements or take into consideration any changes permitted hereunder) to the County no less
|
||
than one (1) year prior to the anticipated closure of the Landfill.
|
||
|
||
|
||
8.3. Post-Closure. Following the Closure, Company shall comply with all post-closure
|
||
|
||
requirements set forth in 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 the County’s consent and
|
||
without properly transferring the Permit in accordance with the Regulations and other applicable
|
||
Governmental Requirements.
|
||
|
||
|
||
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 prior written notice 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 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
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
(iii) maintain and, upon request, provide to VDEQ and/or the County,
|
||
records of Company’s compliance with such financial assurance requirements.
|
||
|
||
(b) Throughout the Term, Company shall maintain a performance bond in an
|
||
amount that is sufficient, as determined by the County, to enforce Company's obligations under
|
||
|
||
this Agreement (the “Performance Bond™)- * shall-ha height d
|
||
dj she Perf Bend. ‘basis throughout the Fi
|
||
|
||
pprove-OF Fe 4 a
|
||
|
||
The Perf Bond-shall-be issued-b: ion-approved-by-th
|
||
|
||
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 Governmental Requirements. Company shall
|
||
provide its closure plan (as may be reasonably amended to comply with applicable Governmental
|
||
Requirements or take into consideration any changes permitted hereunder) to the County no less
|
||
than one (1) year prior to the anticipated closure of the Landfill.
|
||
|
||
8.3. Post-Closure. Following the Closure, Company shall comply with all post-closure
|
||
requirements set forth in 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 the County's consent and
|
||
without properly transferring the Permit in accordance with the Regulations and other applicable
|
||
Governmental Requirements.
|
||
|
||
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 prior written notice 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 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
|
||
15
|
||
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
16
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
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 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.
|
||
|
||
|
||
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 terms.
|
||
|
||
|
||
11.5. Compliance. Company is in compliance with, and shall operate the Landfill and
|
||
|
||
perform its obligations hereunder in compliance with, all applicable 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. In the past five (5) years, no key personnel of Company has been
|
||
|
||
convicted of any crime that is punishable as a felony under the laws of the Commonwealth of
|
||
Virginia, or the equivalent thereof under the laws of any other jurisdiction, or has been adjudged
|
||
by an administrative agency or a court of competent jurisdiction to have 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.
|
||
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
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 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.
|
||
|
||
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 terms.
|
||
|
||
11.5. Compliance. Company is in compliance with, and shall operate the Landfill and
|
||
perform its obligations hereunder in compliance with, all applicable 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. In the past five (5) years, no key personnel of Company has been
|
||
convicted of any crime that is punishable as a felony under the laws of the Commonwealth of
|
||
Virginia, or the equivalent thereof under the laws of any other jurisdiction, or has been adjudged
|
||
by an administrative agency or a court of competent jurisdiction to have 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.
|
||
|
||
16
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
17
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
(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 Governmental Requirement):
|
||
|
||
|
||
(i) Company fails to pay, within thirty (30) days of the date due, any
|
||
|
||
amount, or portion thereof, due to the County hereunder;
|
||
|
||
(ii) any representation, warranty, certification or other statement of fact
|
||
|
||
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
|
||
thirty (30) days after written notice to Company;
|
||
|
||
|
||
(iv) any Change of Control Occurs without the County’s prior written
|
||
|
||
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) Seek any remedy provided for under this Agreement;
|
||
|
||
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
(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 Governmental Requirement):
|
||
|
||
(i) Company fails to pay, within thirty (30) days of the date due, any
|
||
amount, or portion thereof, due to the County hereunder;
|
||
|
||
(ii) any representation, warranty, certification or other statement of fact
|
||
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
|
||
thirty (30) days after written notice to Company;
|
||
|
||
(iv) any Change of Control Occurs without the County’s prior written
|
||
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) Seek any remedy provided for under this Agreement;
|
||
|
||
17
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
18
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
(ii) 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
|
||
|
||
|
||
(iii) Notify the VDEQ of such Event of Default.
|
||
|
||
12.2. Remedies.
|
||
|
||
|
||
(a) Each Party to this Agreement acknowledges and agrees that (i) 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 (ii) 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 (iii) post
|
||
a bond or other security, or (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.
|
||
|
||
|
||
(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.
|
||
|
||
|
||
(c) 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
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
(ii) 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
|
||
|
||
(iii) Notify the VDEQ of such Event of Default.
|
||
12.2. Remedies.
|
||
|
||
(a) Each Party to this Agreement acknowledges and agrees that (i) 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 (ii) 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 (ii) post
|
||
a bond or other security, or (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.
|
||
|
||
(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.
|
||
|
||
(©) __ 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
|
||
|
||
18
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
19
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
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.
|
||
|
||
|
||
(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
|
||
|
||
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
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.
|
||
|
||
(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 secks 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
|
||
|
||
19
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
20
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
(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 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
|
||
this Agreement; (y) to an agreement, instrument, or other document means such agreement,
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
(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 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
|
||
|
||
this Agreement; (y) to an agreement, instrument, or other document means such agreement,
|
||
20
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
21
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
instrument, 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 consent 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
|
||
acceptable manner in order that the transactions contemplated hereby be consummated as
|
||
originally contemplated to the greatest extent possible.
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
instrument, 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,
|
||
ora sale of substantially all of Company’s assets, without the prior written consent 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
|
||
acceptable manner in order that the transactions contemplated hereby be consummated as
|
||
originally contemplated to the greatest extent possible.
|
||
21
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
22
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
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, 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 2.10(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).
|
||
14.5. 14.6.“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.
|
||
|
||
|
||
14.6. 14.7.“Board” means the Russell County Board of Supervisors.
|
||
|
||
14.7. 14.8.“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.
|
||
|
||
|
||
14.8. 14.9.“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.
|
||
|
||
GL DRAFT 2-
|
||
|
||
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, 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. Defi
|
||
|
||
ns, The following terms have the meanings specified or referred to below:
|
||
|
||
14.1. “Access Gates” shall have the meaning set forth in Section 2.10(b}
|
||
|
||
14.2. “Ae
|
||
|
||
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 Monitori ” shall have the js forth-i ion
|
||
|
||
14.5. 44.6."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.
|
||
|
||
14.6, 44.-“Board” means the Russell County Board of Supervisors.
|
||
|
||
14.7, 44.8.“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.
|
||
|
||
4.8. 44.9.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.
|
||
|
||
2
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
23
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
|
||
14.9. 14.10.“Closure” shall have the meaning set forth in Section 8.2.
|
||
|
||
14.10. 14.11.“Company” shall have the meaning set forth in the preamble.
|
||
|
||
14.11. 14.12.“Company POC” shall have the meaning set forth in Section 2.11.
|
||
|
||
14.12. 14.13.“Construction Requirements” shall have the meaning set forth in Section
|
||
|
||
1.2(d)(i).
|
||
|
||
14.13. 14.14.“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.
|
||
|
||
|
||
14.14. 14.15.“County” shall have the meaning set forth in the preamble.
|
||
|
||
14.15. 14.16.“County Collection Site” shall mean each Waste collection site and/or
|
||
|
||
transfer center owned by the County.
|
||
|
||
|
||
14.16. 14.17.“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.
|
||
|
||
|
||
14.17. 14.18.“CPI” shall have the meaning set forth in Section 2.7(b).
|
||
|
||
|
||
14.18. 14.19.“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.
|
||
|
||
14.19. 14.20.“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.
|
||
|
||
|
||
14.20. 14.21.“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.
|
||
|
||
|
||
14.21. 14.22.“Effective Date” has the meaning set forth in the preamble.
|
||
|
||
|
||
GL DRAFT 2-
|
||
|
||
4.9. 44-40-“Closure” shall have the meaning set forth in Section 8.2.
|
||
|
||
44-14-"Company” shall have the meaning set forth in the preamble.
|
||
|
||
(14.11. 4442“Company POC” shall have the meaning set forth in Section 2.11.
|
||
|
||
4.12, 4443-“Construction Requirements” shall have the meaning set forth in Section
|
||
1.2(d)(i)
|
||
|
||
14.13. 4444-“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.
|
||
|
||
4.14, 4445.County” shall have the meaning set forth in the preamble.
|
||
|
||
14.15, 4446-“County Collection Site” shall mean each Waste collection site and/or
|
||
transfer center owned by the County.
|
||
|
||
4.16. 4.17-"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.
|
||
|
||
14.17. 4448-“CPI” shall have the meaning set forth in Section 2.7(b).
|
||
|
||
4.18. 1419.“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.
|
||
|
||
14.19. 44.20-“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.
|
||
|
||
14.20, 14.24-“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.
|
||
|
||
4.2), 14.22.“Effective Date” has the meaning set forth in the preamble.
|
||
|
||
23
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
24
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
14.22. 14.23.“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.
|
||
|
||
|
||
14.23. 14.24.“Event of Default” shall have the meaning set forth in Section 12.1(a).
|
||
|
||
14.24. 14.25.“FOIA” shall have the meaning set forth in Section 4.4.
|
||
|
||
14.25. 14.26.“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.
|
||
|
||
|
||
14.26. 14.27.“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.
|
||
|
||
|
||
14.27. 14.28.“Governmental Requirements” means building, zoning, subdivision,
|
||
|
||
traffic, parking, land use, environmental, occupancy, health, accessibility for disabled, and other
|
||
applicable Laws and decrees of any Governmental Authority pertaining to the Landfill. This term
|
||
shall include the conditions or requirements of Governmental Authorizations.
|
||
|
||
|
||
14.28. 14.29.“Groundwater Monitoring System” has the meaning set forth in Section
|
||
|
||
1.1(a)(xii).
|
||
|
||
14.29. 14.30."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,
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
4.22. 14.23.“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.
|
||
|
||
4.23, 44.24.“Event of Default” shall have the meaning set forth in Section 12.1(a).
|
||
|
||
4, 14.25.“FOIA” shall have the meaning set forth in Section 4.4.
|
||
|
||
4.25, 14.26-"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
|
||
|
||
6, 44.27-"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
|
||
|
||
44.28."Governmental Requirements” means building, zoning, subdivision,
|
||
traffic, parking, land use, environmental, occupancy, health, accessibility for disabled, and other
|
||
applicable Laws and decrees of any Governmental Authority pertaining to the Landfill. This term
|
||
shall include the conditions or requirements of Governmental Authorizations
|
||
|
||
4.28, 14.29."Groundwater Monitoring System” has the meaning set forth in Section
|
||
1. Ma)(xii}
|
||
|
||
14.29. 44.30."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,
|
||
|
||
24
|
||
|
||
26808/34116721004
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
25
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
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.
|
||
|
||
|
||
14.30. 14.31.“Host Fee” shall have the meaning set forth in Section 2.7(a).
|
||
|
||
|
||
14.32.“Household Hazardous Wastes” shall have the meaning set forth in Section 1.1(a)(viii).
|
||
|
||
14.31. 14.33.“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.
|
||
|
||
|
||
14.32. 14.34.“Landfill” shall have the meaning set forth in the recitals.
|
||
|
||
14.33. 14.35.“Landfill Liaison” shall have the meaning set forth in Section 1.2(d)(i).
|
||
|
||
14.34. 14.36.“Landfill Liner System” shall have the meaning set forth in Section
|
||
|
||
1.1(a)(xi).
|
||
|
||
|
||
14.35. 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.
|
||
|
||
|
||
14.36. 14.38.“Leachate Management System” shall have the meaning set forth in
|
||
|
||
Section 1.1(a)(ix)3.7.
|
||
|
||
|
||
14.37. 14.39.“Maximum Volume” shall have the meaning set forth in Section 2.6.
|
||
|
||
14.38. 14.40.“Minimum Host Fee” shall have the meaning set forth in Section 2.7(e).
|
||
|
||
|
||
14.39. 14.41.“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.
|
||
|
||
|
||
|
||
GL DRAFT 2-43-242.21L.24
|
||
|
||
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.
|
||
|
||
4431-“Host Fee” shall have the meaning set forth in Section 2.7(a).
|
||
|
||
“Household Hazardous Wastes” shall have the mes forth ction Ha
|
||
|
||
4.31, 4433-“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.
|
||
|
||
14.32. 44.34“Landfil
|
||
|
||
” shall have the meaning set forth in the recitals.
|
||
4.33. 4435-“Landfill Liaison” shall have the meaning set forth in Section 1.2(d)(i).
|
||
|
||
4, 14.36-“Landfil
|
||
|
||
Liner System” shall have the meaning set forth in Section
|
||
|
||
xi
|
||
|
||
4.35, 1437-“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.
|
||
|
||
14,36, 14.38"Leachate Management System” shall have the meaning set forth in
|
||
|
||
Section 4-Ha}fix}3.7
|
||
|
||
4.37, 4439-“Maximum Volume” shall have the meaning set forth in Section 2.6.
|
||
14.38. 44.40.“Minimum Host Fee” shall have the meaning set forth in Section 2.7(¢).
|
||
14.39. 44.44-“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.
|
||
|
||
25
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
26
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
14.40. 14.42.“Owners” means [●].3
|
||
|
||
14.41. 14.43.“Party” or “Parties” shall have the meaning set forth in the preamble.
|
||
|
||
14.42. 14.44.“Performance Bond” shall have the meaning set forth in Section 8.1(b).
|
||
|
||
14.43. 14.45.“Permit” shall have the meaning set forth in Section 1.1(b).
|
||
|
||
14.44. 14.46.“Pre-Development Conditions” shall have the meaning set forth in Section
|
||
|
||
1.1.
|
||
|
||
14.45. 14.47.“Pre-Development Package” shall have the meaning set forth in Section
|
||
|
||
1.1(a).
|
||
|
||
14.46. 14.48.“Property” shall have the meaning set forth in the recitals.
|
||
|
||
|
||
14.47. 14.49.“Regulations” shall have the meaning set forth in Section 2.1(a).
|
||
|
||
14.48. 14.50.“Required Authorizations” shall have the meaning set forth in Section
|
||
|
||
1.1(a)(i).
|
||
|
||
14.49. 14.51.“Required Insurance Policies” shall have the meaning set forth in Section
|
||
|
||
1.1(c).
|
||
|
||
|
||
14.50. “Specialty Hazardous Wastes” shall have the meaning set forth in Section
|
||
1.1(a)(viii).
|
||
|
||
|
||
14.51. 14.52.“Specialty Waste” means Household Hazardous Wasteshousehold
|
||
|
||
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. 14.53.“Term” shall have the meaning set forth in Section 10.1.
|
||
|
||
14.53. 14.54.“Unacceptable Wastes” shall have the meaning set forth in Section 2.3(a).
|
||
|
||
14.54. 14.55.“VDEQ” shall have the meaning set forth in Section 1.1(b).
|
||
|
||
|
||
14.56. “Violation Notice” shall have the meaning set forth in Section 1.2(e).
|
||
14.55. 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.
|
||
|
||
|
||
|
||
|
||
|
||
3 To list the individual beneficial owners of Company (including any parent entity).
|
||
|
||
|
||
GL DRAFT 2-
|
||
|
||
12.21.24
|
||
|
||
14.40, 14:42."Owners” means [¢].°
|
||
|
||
14.41, 14-43.“Party” or “Parties” shall have the meaning set forth in the preamble.
|
||
(14.42. 44.44-“Performance Bond” shall have the meaning set forth in Section 8.1(b
|
||
14.43, 14.45.Permit” shall have the meaning set forth in Section 1.1(b).
|
||
|
||
14.44, 44.46.“Pre-Development Conditions” shall have the meaning set forth in Section
|
||
4+4.47-“Pre-Development Package” shall have the meaning set forth in Section
|
||
|
||
6, 14-48.“Property” shall have the meaning set forth in the recitals.
|
||
44.49-“Regulations” shall have the meaning set forth in Section 2. 1(a)
|
||
|
||
44-50-“Required Authorizations” shall have the meaning set forth in Section
|
||
|
||
9. 44.54.“Required Insurance Policies” shall have the meaning set forth in Section
|
||
|
||
(14.50. “Specialty Hazardous Wastes” shall have the meaning set forth in Section
|
||
|
||
44.52."Specialty Waste” means Househokd—Hazardous—Wastes!
|
||
hazardous wastes, electronic or "e-waste" (computers, TVs, VCRs, stereos, copiers, fax machines),
|
||
white goods (refrigerators, ranges, water heaters, freezers) and other similar materials.
|
||
|
||
Id
|
||
|
||
4,52, 44:53-“Term” shall have the meaning set forth in Section 10.1
|
||
44.54“Unacceptable Wastes” shall have the meaning set forth in Section 2.3(a).
|
||
|
||
44.55.“VDEQ” shall have the meaning set forth in Section 1.1(b)
|
||
|
||
“Violation Notice” shall-have-th forth ion
|
||
|
||
44.57.“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.
|
||
|
||
> To list the individual beneficial owners of Company (including any parent entity).
|
||
|
||
26
|
||
|
||
26898/3/11672100v2
|
||
|
||
|
||
|
||
|
||
GL DRAFT 2.13.242.21.24
|
||
|
||
27
|
||
|
||
26898/3/11672100v1
|
||
26898/3/11672100v2
|
||
|
||
[Signature page follows.]
|
||
|
||
|
||
|
||
GL DRAFT 243.242.2124
|
||
|
||
[Signature page follows.]
|
||
|
||
27
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
26898/3/11418787v1
|
||
|
||
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
|
||
first above written.
|
||
|
||
|
||
|
||
[THE NOVA COMPANY OF VIRGINIA]4
|
||
|
||
|
||
|
||
By: ______________________________
|
||
Name: ______________________________
|
||
Title: ______________________________
|
||
|
||
|
||
|
||
RUSSELL COUNTY, VIRGINIA
|
||
|
||
|
||
|
||
|
||
By: ______________________________
|
||
Name: ______________________________
|
||
Title: ______________________________
|
||
|
||
|
||
|
||
|
||
4 Legal entity name/place of incorporation to be confirmed.
|
||
|
||
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
|
||
first above written.
|
||
|
||
RUSSELL COUNTY, VIRGINIA.
|
||
|
||
By:
|
||
Name
|
||
Title:
|
||
|
||
* Legal entity name/place of incorporation to be confirmed.
|
||
|
||
26898/3/11418787V1
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
26898/3/11418787v1
|
||
|
||
Exhibit A
|
||
|
||
|
||
Property Description
|
||
|
||
|
||
|
||
Exhibit A
|
||
|
||
Property Description
|
||
|
||
26898/3/11418787V1
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
26898/3/11418787v1
|
||
|
||
Exhibit B
|
||
|
||
|
||
Host Fee/County Waste Rates
|
||
|
||
|
||
|
||
Exhibit B
|
||
|
||
Host Fee/County Waste Rates
|
||
|
||
26898/3/11418787V1
|
||
|
||
|
||
|
||
|
||
|