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29 <br />F. Future Landfill /Transfer Station. In the interest of joint long -term planning County, Towns <br />UNC -CH and UNC - Healthcare shall cooperate and jointly participate in the siting and <br />location of any future MSW landfill or transfer station that is sited within the boundaries of <br />Orange County. <br />G. Advisory Board. County, Towns, UNC -CH and UNC - Healthcare shall cooperate and jointly <br />participate in the creation of a solid waste management advisory board. The document <br />containing the bylaws and /or operating procedures of such advisory board shall be attached <br />to this Agreement as Exhibit 1. <br />• Representing each Town, County and potentially the University <br />• State composition, terms, rules of procedure and membership <br />• State mission /charge <br />o Advise the County's governing board on matters related to solid waste and <br />solid waste plan <br />■ To provide advice to the County Manager and Board of Commissioners <br />with regard to development of the proposed annual solid waste budget <br />■ To respond to inquiries or requests for opinion from the County's <br />governing body, or such other matters as any Town governing Board or <br />the County Manager may request <br />■ To initiate research, analysis or review on existing services, programs or <br />policies <br />■ To provide a public forum for the discussion of issues related to system <br />programs /policies <br />Note: Elected officials may wish to initiate a separate process to determine nature and <br />composition of advisory committee%ommission or board, or Orange County <br />Waste Partners Group. <br />VII. INDEMNIFICATION <br />To the extent authorized by North Carolina law County, Towns, UNC -CH and UNC - Healthcare <br />each agree to indemnify and hold harmless one another, their agents, officials, and employees, <br />from and against all claims, actions, demands, costs, damages, losses and /or expenses of any <br />kind whatsoever, in whole or in part, resulting from any acts of County, each Town, UNC -CH or <br />UNC - Healthcare, their agents, officials, employees, guests or invitees caused by or directly <br />related to the performance of this Agreement, including but not limited to court costs and <br />attorney's fees incurred by the County, Towns, UNC -CH and UNC - Healthcare in connection <br />with the defense of said matters. <br />