§ 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.