AMENDED AND RESTATED OPERATING AGREEMENT OF GATEWAY LANDFILL, LLC
Exhibit 3.514
AMENDED AND RESTATED OPERATING AGREEMENT OF
GATEWAY LANDFILL, LLC
GATEWAY LANDFILL, LLC
This Operating Agreement is executed as of June 19th, 2006, by Allied
Waste North America, Inc., a Delaware corporation (the “Member”) as the sole member of the
Company.
SECTION 1. DEFINITIONS; THE COMPANY
1.1. Definitions. Capitalized words and phrases used in this Agreement shall have
the meanings set forth in Section 8.7 hereof.
1.2. Formation. The parties formed the Company as a limited liability company
pursuant to the provisions of the Act and upon the terms and conditions set forth in this
Agreement and the Articles of Organization, as corrected.
1.3. Name. The name of the Company is Gateway Landfill, LLC. The name of the
Company may be changed at any time by the Member.
1.4. Purpose. The purpose of the Company is to engage in and conduct the business of
solid waste management and disposal, and to engage in any other business or activity permitted
under the Act and the laws of any jurisdiction in which the Company may do business.
1.5. Intent. It is the intent of the Member that the Company be treated as a
separate entity for state law purposes, but be disregarded as an entity and operated in a manner
consistent with its treatment as a “division” of the Member for federal and state income tax
purposes. It also is the intent of the Member that the Company not be operated or treated as a
“partnership” for purposes of Section 303 of the federal Bankruptcy Code.
1.6. Office. The registered office of the Company within the State of Georgia shall
be CT Corporation System, 0000 Xxxxxxxxx Xx., X.X., Xxxxxxx, Xxxxxxx. The registered office may
be changed to any other place within the State of Georgia upon the consent of the Member. The
Company may maintain a registered office in any state within which it does business at any
location approved by the Member.
1.7. Registered Agent for Service of Process. The name and address of the registered
agent for service of legal process on the Company in Georgia are Corporation Process Company, 000
Xxxxxxxx Xxxxxx, X.X. Xxxxxxxx, Xxxxxxx. The Company’s agent for service of legal process may be
changed upon the consent of the Member.
1.8. Term. The term of the Company shall commence on the date the Articles of
Organization are filed in Georgia, and shall continue in perpetuity until the Company is dissolved
as set forth in this Agreement.
1.9. Articles of Organization. The Member shall cause Articles of Organization to be
filed in the State of Georgia. The Member shall file any amendments or corrections to the
Articles of Organization deemed necessary or appropriate by it to, among other matters, reflect
amendments to this Agreement adopted by the Member in accordance with the terms hereof.
Upon the approval of the Articles of Organization, or any amendments or corrections thereto, by
the Member in accordance with this Agreement, the Member or a designee of a Member shall be
authorized to execute and file such instruments with the appropriate state agencies.
SECTION 2. MEMBER; CAPITAL CONTRIBUTIONS; LOANS
2.1. Member. The name and address of the Member are set forth on Exhibit A to this
Agreement.
2.2. Contributions of Member. The Member shall contribute to the Company the cash or
other assets set forth in Exhibit A to this Agreement.
2.3. Additional Capital Contributions. The Member shall not be obligated to make
additional Capital Contributions to the Company.
2.4. Limitations Pertaining to Capital Contributions.
(a) Liability of Member. The Member shall not be liable for the debts, liabilities,
contracts or any other obligations of the Company. Except as agreed upon by the Member, and
except as otherwise provided by the Act or by any other applicable state law, the Member shall be
liable only to make the Capital Contributions as provided in Section 2.2 hereof and shall not be
required to make any other Capital Contributions or loans to the Company.
(b) No Third Party Rights. Nothing contained in this Agreement is intended or will be
deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to
require the Member to make additional Capital Contributions.
2.5. Member Loans. The Member may make loans (“Member Loans”) to the Company, which
shall bear interest and be repaid on such reasonable terms and conditions as may be approved by the
Member.
SECTION 3. DISTRIBUTIONS
Except as otherwise provided in Section 7 hereof, Net Cash Flow, if any, shall be distributed
to the Member, at such times as may be determined by the Member.
SECTION 4. ALLOCATIONS
Profits and Losses. Unless otherwise required by the Code, all Profits, Losses and
items thereof for each fiscal year of the Company shall be allocated to the Member in full,
disregarding the Company as a separate entity for federal income tax purposes.
SECTION 5. MANAGEMENT
5.1. General Management Structure. All decisions and actions concerning the Company
and its affairs shall be made or taken by the Member. Any party dealing with the Company shall be
permitted to rely absolutely on the signature of the Member as binding on the Company, without any
duty of further inquiry.
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5.2. Delegation of Authority to Officers. The Member may designate one or more
Persons as officers of the Company. The officers shall have the authority to act for and bind the
Company to the extent of the authority granted to them in resolutions adopted by the Member on
behalf of the Company. The officers of the Company may include a president, vice presidents, a
secretary, a treasurer, and such other officers as the Member deems appropriate. The officers of
the Company will be entitled to such compensation for their services as the Member may determine
from time to time.
5.3. Indemnification. The Company, its receiver or its trustee shall defend, indemnify
and save harmless the Member, its officers and directors, and the officers of the Company (the
“Indemnified Parties”) from and against all losses, claims, costs, liabilities and damages incurred
by them by reason of any act performed or omitted to be performed by them in connection with the
business of the Company, including attorneys’ fees incurred by them in connection with the defense
of any action based on any such act or omission; provided, however, no Indemnified Party shall be
indemnified from any liability for fraud, bad faith, intentional misconduct, knowing violation of
law, gross negligence or any transaction for which the person received a personal benefit in
violation or breach of any provision of this Agreement.
SECTION 6. BOOKS AND RECORDS; TRANSFERS
6.1. Books and Records. The Company shall maintain and preserve at its office all
accounts, books and other relevant Company documents.
6.2. Transfers. No interest of the Company may be assigned, transferred, or otherwise
disposed of without the consent of the Member. Any attempted transfer, assignment,
encumbrance, hypothecation or other disposition shall be null and void.
SECTION 7. DISSOLUTION AND TERMINATION
7.1. Dissolution. The Company shall dissolve upon the first to occur of any of the
following events:
(a) The sale of all or substantially all of the Company’s assets and the collection of the
proceeds of such sale;
(b) The decision by the Member to dissolve the Company; or
(c) The entry of a decree of dissolution under Section 00-00-000 of the Act,
7.2. Winding Up.
(a) General. Following the dissolution of the Company, as provided in Section 7.1
hereof the Member may participate in the winding up of the Company as provided in Section
00-00-000 of the Act. The Company shall cease to carry on its business, except insofar as may be
necessary for the winding up of its business, but the Company’s separate existence shall continue
until a certificate of termination has been filed with the Georgia Secretary of State or until a
decree dissolving the Company has been entered by a court of competent jurisdiction.
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(b) Liquidation and Distribution of Assets. Upon the dissolution of the Company, the
Member, or court-appointed trustee, if there is no remaining Member, shall take full account of
the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is
consistent with obtaining the fair value thereof. During the period of liquidation, the business
and affairs of the Company shall continue to be governed by the provisions of this Agreement, with
the management of the Company continuing as provided in Section 5 hereof. The proceeds from
liquidation of the Company’s property, to the extent sufficient therefor, shall be applied and
distributed in the following order:
(i) To the payment and discharge of and the establishment of any necessary reserves for all
of the Company’s debts and liabilities, including known and unknown claims in accordance with
Sections 00-00-000 and 00-00-000 of the Act, and further including those debts and liabilities to
the Member as a creditor, to the extent permitted by law;
(ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant
to Section 7.2(b)(i); and
(iii) To the Member in accordance with Section 3.
7.3. Certificate of Termination. When all debts, liabilities and obligations of the
Company have been paid and discharged or adequate provisions have been made therefor and all of
the remaining property and assets of the Company have been distributed to the Member, a
certificate of termination shall be executed and filed by the Member with the Georgia Secretary of
State.
SECTION 8. MISCELLANEOUS
8.1. Binding Effect. Except as otherwise provided in this Agreement, every covenant,
term and provision of this Agreement shall be binding upon and inure to the benefit of the Member
and its heirs, legatees, legal representatives, successors, transferees and assigns.
8.2. Headings. Section and other headings contained in this Agreement are for
reference purposes only and are not intended to describe, interpret, define or limit the scope,
extent or intent of this Agreement or any provision hereof.
8.3. Severability. Every provision of this Agreement is intended to be severable. If
any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity or legality of the remainder of this Agreement.
8.4. Additional Documents. Each Member, upon the request of the other Member, agrees
to perform all further acts and execute, acknowledge and deliver any documents which may be
reasonably necessary or appropriate to carry out the provisions of this Agreement.
8.5. Variation of Pronouns. All pronouns and any variations thereof shall be deemed to
refer to masculine, feminine or neuter, singular or plural, as the identity of the Person or
Persons may require.
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8.6. Georgia Law. The laws of the State of Georgia shall govern the validity of
this Agreement, the construction of its terms and the interpretation of the rights and duties of
the Member.
8.7. Glossary. For purposes of this Agreement, the following terms shall have the
meanings specified in this Section:
“Act” means the Georgia Limited Liability Company Act, as set forth in Official Code of
Georgia Xxx. Tit. 14, § 00-00-000, et. seq., as amended from time to time (or any corresponding
provisions of succeeding law).
“Agreement” means this Operating Agreement, as amended from time to time. Words such as
“herein,” “hereinafter,” “hereof,” “hereto” and “hereunder,’ refer to this Agreement as a whole,
unless the context otherwise requires.
“Articles of Organization” has the meaning given that term in Section 1.9 hereof.
“Capital Contribution” means, with respect to any Member, the amount of money and the
net fair market value of property (other than money) contributed to the Company by such Member.
“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any
corresponding provisions of succeeding law).
“Company” means the limited liability company formed pursuant to this Agreement and any
limited liability company continuing the business of this Company in the event of dissolution as
herein provided.
“Member” means any Person identified as a Member in the heading to this Agreement. If any
Person is admitted as a substituted or additional member pursuant to the terms of this Agreement,
“Member” shall also be deemed to refer to such Person. “Member” refers collectively to all Persons
who are designated as a “Member” pursuant to this definition.
“Net Cash Flow” means the gross cash proceeds to the Company from all sources, less the
portion thereof used to pay or establish reserves for Company expenses, debt payments (including
payments on Member Loans), capital improvements, replacements and contingencies, all as determined
by the Member.
“Person” means any individual, partnership, corporation, limited liability company, trust or
other entity.
“Profits” and “Losses” mean, for each fiscal year or other period, an amount equal to the
Company’s taxable income or loss for such year or period, determined in accordance with Code
Section 703(a), reduced by any items of income or gain subject to special allocation pursuant to
this Agreement, and otherwise adjusted by the Member to comply with the Regulations.
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“Regulations” means the Income Tax Regulations promulgated under the Code, as such
regulations may be amended from time to time (including corresponding provisions of succeeding
regulations).
IN WITNESS WHEREOF, the Member has entered into this Agreement as of the date first above
written.
| ALLIED WASTE NORTH AMERICA, INC., | ||||||
| a Delaware corporation | ||||||
| By: | /s/ Xxxxxx X. Xxxx
|
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EXHIBIT A
Name and Address of the Member
|
Initial Capital Contribution | |
Allied Waste North America, Inc.
|
$100.00 | |
00000 X. Xxxxxxxx-Xxxxxx Xxxx |
||
Xxxxx 000 |
||
Xxxxxxxxxx, Xxxxxxx 00000 |
