N.Y. Public Authorities Law § 2041-w: Dissolution

§ 2041-w. Dissolution. 1. Notwithstanding any provision of law to the

contrary, the Montgomery, Otsego, Schoharie county solid waste

management authority shall be dissolved on a date established by

resolution adopted upon a vote of a majority of the board of directors

of said authority. In any such resolution, the date of dissolution shall

not occur prior to the termination of the "Service Agreement" dated as

of May first, nineteen eighty-nine, as amended by amendment No. 1 dated

as of May first, two thousand ten, by and between the counties of

Montgomery, Otsego and Schoharie and the authority, nor later than

October first, two thousand fourteen. Upon the adoption of such

resolution, the board of directors shall make provision for the winding

down of the business and affairs of the authority, and shall distribute

the assets and liabilities of the authority to the member counties as of

a transfer date or dates established by the authority, which shall be on

or prior to the date of dissolution, all in accordance with subdivisions

two and three of this section.

2. In distribution of the assets and liabilities of the authority to

the member counties, the following transactions shall occur:

(a) The authority shall convey, and the counties of Montgomery, Otsego

and Schoharie, respectively, shall accept, all of the authority's right

title and interest in the real property, structures and improvements

constituting the transfer stations owned by the authority, including but

not limited to any and all permits and licenses attendant thereto,

according to the following distribution, without regard to appraised

value and without other consideration except as set forth in this

section.

(i) to the county of Montgomery, the transfer stations known as the

Western transfer station located at 4583 Route 5S in Sprakers, N.Y., and

the Amsterdam transfer station located at 1247 Route 5S in Amsterdam,

N.Y.;

(ii) to the county of Otsego, the transfer stations known as the

Northern transfer station located at 5802 State highway 28 in

Cooperstown, N.Y., and the Oneonta transfer station located at 75 Silas

Lane in Oneonta, N.Y.; and

(iii) to the county of Schoharie the transfer station known as the

Schoharie transfer station located at 2805 Route 7 in Cobleskill, N.Y.

together with the balance of the real property owned by the authority at

such location, including but not limited to the administrative office

building of the authority located adjacent to said transfer station.

(b) Concurrently with the conveyance of title to the real property and

improvements described in paragraph (a) of this subdivision, the

authority shall convey, and the counties of Montgomery, Otsego and

Schoharie, respectively, shall accept, with respect to each such

transfer station, all of the authority's right title and interest in the

moveable fixtures and equipment located at, and attendant to, the

operation of such transfer stations. The inventory of moveable fixtures

and equipment prepared by the authority as of November fourth, two

thousand thirteen and on file with the clerk of each county, unless

otherwise agreed by the counties, shall be the basis for such transfers,

subject to ordinary use by the authority prior to the transfer date. On

the written request of any of the counties, made not later than fifteen

days after the first of the conveyances described in paragraph (a) of

this subdivision, the authorities budget office shall designate a

mediator and/or an appraiser to examine the distribution of moveable

fixtures and equipment at each of the transfer stations, which mediator

or appraiser shall be authorized to order a more equitable distribution

of such moveable fixtures and equipment, to ensure that each such

transfer station is functionally capable of continuing operations after

the authority ceases provision of solid waste services. Any such order

issued by such mediator or appraiser shall be final and binding on each

of the counties.

(c) The authority shall convey, and the counties of Montgomery, Otsego

and Schoharie shall accept, in common ownership, all of the authority's

right title and interest in the real property, structures and

improvements constituting the landfills more fully described in the

"Post Closure Monitoring and Maintenance Agreement" dated December

tenth, two thousand nine, entered into between the Montgomery, Otsego,

Schoharie county solid waste management authority and the three

counties, together with all monies held by the authority in the landfill

operating account and the authority's interest in the post closure

reserve account established pursuant to said agreement. From and after

the transfer of title to the landfills from the authority to the

counties, the authority shall have no future obligation and

responsibility under said Post Closure Monitoring and Maintenance

Agreement, which responsibilities shall be assumed by the counties.

(d) Concurrently with the conveyance of title to the real property and

improvements described in paragraph (c) of this subdivision, the

authority shall convey, and the counties of Montgomery, Otsego and

Schoharie shall accept in common ownership, with respect to each such

landfill, all of the authority's right title and interest in the

moveable fixtures and equipment located at, and attendant to, the

monitoring, maintenance and other post-closure activities required at

such landfills by law. The inventory of moveable fixtures and equipment

referred to in paragraph (b) of this subdivision shall be the basis for

such transfers, subject to ordinary use by the authority prior to the

transfer date.

(e) Upon the completion of the property transfers set forth in

paragraphs (a), (b), (c) and (d) of this subdivision, but in any event

not later than October first, two thousand fourteen, all other assets of

the authority, including all operating and reserve funds, shall be

distributed to the member counties in accordance with the allocation

percentages specified in the "Post Closure Monitoring and Maintenance

Agreement", dated December tenth, two thousand nine, entered into

between the Montgomery, Otsego, Schoharie county solid waste management

authority and the three counties, provided however, that the board of

directors of the authority shall be authorized to set aside such funds

as are necessary and proper to settle, pay, and otherwise resolve all

outstanding accounts, claims, and other liabilities of the authority

prior to the date of dissolution, and any remainder shall be distributed

to the member counties pursuant to the allocation established in this

paragraph; and provided further, that in the event that any funds set

aside by the board of directors to resolve outstanding accounts, claims,

and other liabilities of the authority are insufficient for such

purpose, the counties shall be responsible for the payment of any lawful

obligations, accounts, claims and liabilities of the authority in

accordance with the allocation percentages specified in the aforesaid

"Post Closure Monitoring and Maintenance Agreement".

(f) Notwithstanding any other provision of law to the contrary, all

transfers provided for in this section shall be without regard to

appraised value, and without other consideration. It is hereby

determined that the transfers of property pursuant to this section are

for the benefit of the people of the participating counties and the

state and are for a public purpose. The dissolution of the authority as

provided in this section and the transfers of property authorized and

directed in this section shall be deemed to be ministerial acts of an

official nature, involving no exercise of discretion, within the meaning

of paragraph (ii) of subdivision five of section 8-0105 of the

environmental conservation law.

3. Upon dissolution, the books and records of the authority shall be

delivered to the custody of the county of Schoharie, and shall be made

available, at reasonable times, to any receiver appointed pursuant to

this subdivision and to authorized representatives of the counties of

Montgomery, Otsego and Schoharie on request, and to other persons in

accordance with law. The finances and accounts of the authority as of

the date of dissolution shall be the subject of a final audit, which

shall be subject to the review and approval of the authorities budget

office, and any accounts payable and receivable, and any claims,

obligations or other liabilities remaining unsettled or unresolved at

the date of dissolution shall be assigned to a receiver to be appointed

by the authorities budget office. Unless otherwise agreed by the

counties and the authorities budget office, such receiver shall be

selected from a list of qualified persons maintained by the office of

court administration and the compensation and conduct of such receiver

shall be governed by the rules of the chief judge. Said receiver shall

be authorized to pay, collect, settle or resolve all such accounts,

claims, obligations and liabilities in accordance with law, and to

defend and maintain actions at law with respect thereto in the name of

the authority.