§ 2041-W — Dissolution

§ 2041-w. Dissolution. 1. Notwithstanding any provision of law to the\ncontrary, the Montgomery, Otsego, Schoharie county solid waste\nmanagement authority shall be dissolved on a date established by\nresolution adopted upon a vote of a majority of the board of directors\nof said authority. In any such resolution, the date of dissolution shall\nnot occur prior to the termination of the "Service Agreement" dated as\nof May first, nineteen eighty-nine, as amended by amendment No. 1 dated\nas of May first, two thousand ten, by and between the counties of\nMontgomery, Otsego and Schoharie and the authority, nor later than\nOctober first, two thousand fourteen. Upon the adoption of such\nresolution, the board of directors shall make provision for the winding\ndown of the business and affairs of the authority, and shall distribute\nthe assets and liabilities of the authority to the member counties as of\na transfer date or dates established by the authority, which shall be on\nor prior to the date of dissolution, all in accordance with subdivisions\ntwo and three of this section.\n 2. In distribution of the assets and liabilities of the authority to\nthe member counties, the following transactions shall occur:\n (a) The authority shall convey, and the counties of Montgomery, Otsego\nand Schoharie, respectively, shall accept, all of the authority's right\ntitle and interest in the real property, structures and improvements\nconstituting the transfer stations owned by the authority, including but\nnot limited to any and all permits and licenses attendant thereto,\naccording to the following distribution, without regard to appraised\nvalue and without other consideration except as set forth in this\nsection.\n (i) to the county of Montgomery, the transfer stations known as the\nWestern transfer station located at 4583 Route 5S in Sprakers, N.Y., and\nthe Amsterdam transfer station located at 1247 Route 5S in Amsterdam,\nN.Y.;\n (ii) to the county of Otsego, the transfer stations known as the\nNorthern transfer station located at 5802 State highway 28 in\nCooperstown, N.Y., and the Oneonta transfer station located at 75 Silas\nLane in Oneonta, N.Y.; and\n (iii) to the county of Schoharie the transfer station known as the\nSchoharie transfer station located at 2805 Route 7 in Cobleskill, N.Y.\ntogether with the balance of the real property owned by the authority at\nsuch location, including but not limited to the administrative office\nbuilding of the authority located adjacent to said transfer station.\n (b) Concurrently with the conveyance of title to the real property and\nimprovements described in paragraph (a) of this subdivision, the\nauthority shall convey, and the counties of Montgomery, Otsego and\nSchoharie, respectively, shall accept, with respect to each such\ntransfer station, all of the authority's right title and interest in the\nmoveable fixtures and equipment located at, and attendant to, the\noperation of such transfer stations. The inventory of moveable fixtures\nand equipment prepared by the authority as of November fourth, two\nthousand thirteen and on file with the clerk of each county, unless\notherwise agreed by the counties, shall be the basis for such transfers,\nsubject to ordinary use by the authority prior to the transfer date. On\nthe written request of any of the counties, made not later than fifteen\ndays after the first of the conveyances described in paragraph (a) of\nthis subdivision, the authorities budget office shall designate a\nmediator and/or an appraiser to examine the distribution of moveable\nfixtures and equipment at each of the transfer stations, which mediator\nor appraiser shall be authorized to order a more equitable distribution\nof such moveable fixtures and equipment, to ensure that each such\ntransfer station is functionally capable of continuing operations after\nthe authority ceases provision of solid waste services. Any such order\nissued by such mediator or appraiser shall be final and binding on each\nof the counties.\n (c) The authority shall convey, and the counties of Montgomery, Otsego\nand Schoharie shall accept, in common ownership, all of the authority's\nright title and interest in the real property, structures and\nimprovements constituting the landfills more fully described in the\n"Post Closure Monitoring and Maintenance Agreement" dated December\ntenth, two thousand nine, entered into between the Montgomery, Otsego,\nSchoharie county solid waste management authority and the three\ncounties, together with all monies held by the authority in the landfill\noperating account and the authority's interest in the post closure\nreserve account established pursuant to said agreement. From and after\nthe transfer of title to the landfills from the authority to the\ncounties, the authority shall have no future obligation and\nresponsibility under said Post Closure Monitoring and Maintenance\nAgreement, which responsibilities shall be assumed by the counties.\n (d) Concurrently with the conveyance of title to the real property and\nimprovements described in paragraph (c) of this subdivision, the\nauthority shall convey, and the counties of Montgomery, Otsego and\nSchoharie shall accept in common ownership, with respect to each such\nlandfill, all of the authority's right title and interest in the\nmoveable fixtures and equipment located at, and attendant to, the\nmonitoring, maintenance and other post-closure activities required at\nsuch landfills by law. The inventory of moveable fixtures and equipment\nreferred to in paragraph (b) of this subdivision shall be the basis for\nsuch transfers, subject to ordinary use by the authority prior to the\ntransfer date.\n (e) Upon the completion of the property transfers set forth in\nparagraphs (a), (b), (c) and (d) of this subdivision, but in any event\nnot later than October first, two thousand fourteen, all other assets of\nthe authority, including all operating and reserve funds, shall be\ndistributed to the member counties in accordance with the allocation\npercentages specified in the "Post Closure Monitoring and Maintenance\nAgreement", dated December tenth, two thousand nine, entered into\nbetween the Montgomery, Otsego, Schoharie county solid waste management\nauthority and the three counties, provided however, that the board of\ndirectors of the authority shall be authorized to set aside such funds\nas are necessary and proper to settle, pay, and otherwise resolve all\noutstanding accounts, claims, and other liabilities of the authority\nprior to the date of dissolution, and any remainder shall be distributed\nto the member counties pursuant to the allocation established in this\nparagraph; and provided further, that in the event that any funds set\naside by the board of directors to resolve outstanding accounts, claims,\nand other liabilities of the authority are insufficient for such\npurpose, the counties shall be responsible for the payment of any lawful\nobligations, accounts, claims and liabilities of the authority in\naccordance with the allocation percentages specified in the aforesaid\n"Post Closure Monitoring and Maintenance Agreement".\n (f) Notwithstanding any other provision of law to the contrary, all\ntransfers provided for in this section shall be without regard to\nappraised value, and without other consideration. It is hereby\ndetermined that the transfers of property pursuant to this section are\nfor the benefit of the people of the participating counties and the\nstate and are for a public purpose. The dissolution of the authority as\nprovided in this section and the transfers of property authorized and\ndirected in this section shall be deemed to be ministerial acts of an\nofficial nature, involving no exercise of discretion, within the meaning\nof paragraph (ii) of subdivision five of section 8-0105 of the\nenvironmental conservation law.\n 3. Upon dissolution, the books and records of the authority shall be\ndelivered to the custody of the county of Schoharie, and shall be made\navailable, at reasonable times, to any receiver appointed pursuant to\nthis subdivision and to authorized representatives of the counties of\nMontgomery, Otsego and Schoharie on request, and to other persons in\naccordance with law. The finances and accounts of the authority as of\nthe date of dissolution shall be the subject of a final audit, which\nshall be subject to the review and approval of the authorities budget\noffice, and any accounts payable and receivable, and any claims,\nobligations or other liabilities remaining unsettled or unresolved at\nthe date of dissolution shall be assigned to a receiver to be appointed\nby the authorities budget office. Unless otherwise agreed by the\ncounties and the authorities budget office, such receiver shall be\nselected from a list of qualified persons maintained by the office of\ncourt administration and the compensation and conduct of such receiver\nshall be governed by the rules of the chief judge. Said receiver shall\nbe authorized to pay, collect, settle or resolve all such accounts,\nclaims, obligations and liabilities in accordance with law, and to\ndefend and maintain actions at law with respect thereto in the name of\nthe authority.\n