0403_ChamberDev_MSWLF_FranAgreeSupplement1_DIN26326_19970226.pdf

SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT dated as of February 26, 1997, is
made and entered into by and between CHAMBERS WASTE SYSTEMS OF
NORTH CAROLINA, INC., formerly known as Chambers Development of
North Carolina, Inc., a North Carolina corporation ("Chambers"),
and ANSON CO~TY, NORTH CAROLINA (the "County").
Background
A. The County and Chambers are parties to an Agreement dated
as of June 4, 1991, concerning the design, construction and
operation of a solid waste sanitary landfill (the "Agreement").
B. Pursuant to the Agreement, the County on November 4,
1991, approved a specific site for the landfill (the "Site"),
induced in part by certain promises and other assurances by
Chambers with respect to the Site and the Agreement.
C. Chambers has now received from the North Carolina
Department of Environment, Health and Natural Resources ("DEHNR"),
a Notice of Site Suitability and has requested that the County
grant an exclusive franchise for construction and operation of the
proposed landfill on the Site.
D. On November 18, 1996, the County Commissioners conducted
a public hearing on Chambers' request for a franchise.
E. In response to issues raised during the public hearing,
Chambers has reiterated and ratified the prior promises and
assurances with respect to the Site and the Agreement.
F. Chambers and the County wish to memorialize those
promises and assurances, for the purpose of avoiding any future
misunderstanding about their content or the consequences of their
breach.
Agreement
NOW, THEREFORE, in consideration of the premises and for good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, for themselves and
their successors and assigns, agree as follows:
1. Conditions. Subject to and conditioned upon (i) the
final adoption of a franchise ordinance in the same form approved
by the County Commissioners at its first reading on February 4,
1997, (ii) the issuance by DEHNR of a permits to construct and
operate a sanitary landfill at the Site, and (iii) the absence of
any substantial breach of the Agreement by the County, Chambers
shall perform each of the promises and observe each of the
<:'·418~18v01.11~92.01011
conditions specified herein or in the Agreement to be performed or
observed by Chambers.
2. Entrance Road. Chambers shall, prior to commencing
operation of the landfill, construct and maintain, or cause to be
constructed and maintained, for so long as the landfill is open:
(i) a road extending from a single access point on U.S. Highway 74
to the entrance of the landfill, and (ii) a bridge to carry the
road over the CSX railroad tracks and right-of way. The road shall
be located substantially as shown on the site plan attached hereto
as Exhibit A and shall provide the only access for waste collection
vehicles from a public road to the landfill disposal area of the
Site.
3. Industrial Park. Chambers shall acquire and, without
additional consideration, convey to the County for development and
use as an industrial or office park, that certain tract of land
containing approximately 100 acres shown outlined on the site plan
prepared by or for Chambers and attached hereto as Exhibit A.
Chambers shall convey good, marketable fee simple title to the
land, free and clear of all encumbrances, restrictions, easements
and conditions, ·except (i) the lien of current ad valorem taxes
(which shall be prorated between the parties for the calendar year
in which the conveyance occurs), (ii) an easement for the right-of-
way for the road referred to in paragraph 2 above, and (iii) such
other matters as shall not materially affect the use or value of
the property.
4. Funding for County Employee. Upon final adoption of the
franchise ordinance by the County Commissioners, Chambers shall pay
to the County the sum of $200,000, representing full payment of the
aggregate sum of amounts that became due annually during November
of each of the four years 1994 through 1997, to help defray the
County's cost of monitoring and overseeing the permitting, design
and development of the landfill. Subject to all of the conditions
specified in paragraph 1 above, Chambers shall for subsequent years
make additional annual payments of $50,000 each to the County for
the same purpose and to help the County defray the cost of
monitoring and overseeing the operation of the landfill. The first
such additional payment (which is for the year 1998) shall become
due on the earlier of November 1, 1997, or the date on which the
conditions of paragraph 1 above are satisfied, and such payments
shall continue on November 1 of each year thereafter until such
time as the County shall have received, in any consecutive twelve
months period, host fees under the Agreement in excess of $500,000.
5. Limits on Tonnage and Areas of Service. . Chambers
acknowledges that the Agreement impos es limitations on the amount
of waste that may be accepted at the Site and on the geographical
areas from which waste may be accepted. Chambers further agrees
that it will not seek to obtain from DEHNR a permit to construct or
C-'11 ~ 18v01 .1149:!.01011 -2-
a permit to operate a landfill at the Site that is inconsistent
'with the tonnages and areas of service permitted under the
Agreement. Moreover, Chambers will diligently monitor and control
waste coming to the Site to assure that such limits are observed,
including, but not limited to: (i) the inclusion of appropriate
provisions in contracts with counties, municipalities and waste
haulers specifying and imposing the applicable restrictions on the
sources of waste generated and hauled to the Site; (ii) the use of
gates and gatekeepers, sufficient to monitor compliance; and (iii)
the use of computerized scales and other devices sufficient to
determine and record the weight of waste delivered to and deposited
in the landfill at the Site.
6. Phasing. Chambers' current application to DEHNR is for
an area or cell of the Site containing approximately 50 acres, an
area that Chambers expect to be sufficient under the Agreement for
approximately five (5) years, the maximum period for which DEHNR
will grant a use permit. Chambers covenants that it will timely
apply for necessary permits, when and as appropriate, sufficient to
enable Chambers to provide all of the waste services to the County
promised in the Agreement during the full term thereof.
7. Relationship to USA Waste. Chambers represents (i) that
it is the same entity that executed the Agreement and continues to
be a North Carolina corporation in good standing, having simply
changed its name to Chambers Waste Systems of North Carolina, Inc.;
(ii) that it has become a wholly owned subsidiary of USA Waste
Services, Inc.; and (iii) that it is ready, willing and able to
perform its obligations hereunder and under the Agreement.
·if,J!if" · 1iP. 1Wii' · .,y._. J. r-1,
B. Collection onvenience Centers. Upon receipt
of an invoice and reasonabl supporting documentation, Chambers
shall reimburse the Count 1/.~f.. all_ c_.Qsts incurred and paid for
construction and OB-'ii!S' i• •A ~f dh~"tfif~e (3) recycling/collection
convenience centers constructed since the date of the Agreement
(which costs to date total the approximate sum of $10.Cco ) .
Chambers expressly acknowledges and ratifies its obligation under
the Agreement for the construction and operation of four (4)
recycling/collection convenience centers and a regional recycling
center.
9. Existing County Employees. When Chambers begins
operation of the landfill and recycling/collection convenience
centers, Chambers will interview all then existing County employees
at the County's transfer station and give priority for jobs at the
new landfill to such of those employees as may be qualified
therefor.
10. Time of the Essence. Time is of the essence hereof and
of the Agreement, and where no specific time for performance of an
C-41B-U8v01.11~92.01011 - 3 -
action is stated, the required action shall be performed within a
reasonable time.
11. Default and Remedies. For the breach of this
Supplemental Agreement, the nondefaulting party shall be entitled
to all of the remedies available at law or in equity, and no remedy
shall be deemed exclusive of any other remedy. A default under
this Supplemental Agreement shall be considered a default under the
prior Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Supplemental Agreement, under seal, as of the day and year first
above written.
[CORPORATE SEAL]
Attest:
Attest:
~l\.1<-l;,_ 'iA . J-\wd-lua
County Clerk
C-418418v01.11492.01011
CHAMBERS WASTE SYSTEMS OF NORTH
:~~Yt:·lflik/A ~ J ;{Presidef,
ANSON COUNTY
By:~~.:::.......:_h~~~· =-=----
Chairman
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