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HomeMy WebLinkAboutSolid Waste Haul & DisposeEI,IZABETH A. NEVILLE, RMC, CMC TO'WN CLERK 'I%wn ilall, 53(/95 Mare }{rind Smithold, New York 11971 Fax ~6:~1 / 7(45-6145 Telephonei(4.~l! 765 1800 sou t holdt m, vn hart h fork nt,t OFFICE OF THE TOWN CLERK TOWN OF SOI. YT[tOLD July 6. 2011 Winter Brothers Recycling Corp Richard Serio 1 I98 Prospect Avenue \Vestbur},NY 11590 Dear Sir Scrio: Congratulations. At the regular Town Board meeting held on June 21. 2011. thc Iown Board accepted the bid of Winter Brothers Recycling Corp for MSW Haul and Disposal Serx icc. A, certified copy' of the resolution is enclosed. Ibc bid dcposi! is being returned to you. Thank you I~)r your bid Very Iruly yours. Lynda M Rudder Deputy Town Clerk ELIZABETH A. NEVILLE, RMC, CMC TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.nor thfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD June 28,2011 Winter Brothers Recycling Corp Stephen R. Soucy 107 Mahan Street West Babylon, NY 11704 Dear Mr. Soucy: Congratulations. At the regular Town Board meeting held on June 21,2011, the Town Board accepted the bid of Winter Brothers Recycling Corp. for MSW Haul and Disposal service. A certified copy of the resolution is enclosed. The bid bond is being returned to you. Thank you for your bid. Very truly yours, Lynda M Rudder Deputy Town Clerk Ens. Southold Town Board - Letter Board Meeting of June 21,2011 RESOLUTION 2011-472 ADOPTED Item # 5.24 DOC ID: 6958 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-472 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 2!7 20!1: RESOLVED that the Town Board of the Town of Southold hereby accepts the bid of Winters Brothers Recycling Corp. to supply the town with MSW Haul and Disposal service for the contract period starting July 1~ 2011 at the prices submitted in their bid of May 21,2011, as well as in accordance with all other terms and conditions of the bid package, all as approved by the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Vincent Orlando, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell Generated June 21,2011 Page 36 ELIZABETH A. NEVILLE, RMC, CMC TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 · Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD June 28, 2011 Trinity Transportation Corp. Michael Avery 214 B lydenburgh Road Islandia, NY 11749 Dear Mr. Avery: At the regular Town Board meeting held on June21,2011, the Town Board accepted the bid of Winter Brothers Recycling Corp. for MSW Haul and Disposal service. A certified copy of the resolution is enclosed. Your bid deposit is being returned to you. Thank you for your bid. Very truly yours, Lynda M Rudder Deputy Town Clerk Ens. ELIZABETH A. NEVILLE, RMC, CMC TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.nor th fork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD June 28,2011 Eastern Resource Recycling Inc Vincent Maggio, Jr 88 Old Dock Road Yapank, NY 11980 Dear Mr. Maggio, Jr.: At the regular Town Board meeting held on June21, 2011, the Town Board accepted the bid of Winter Brothers Recycling Corp. for MSW Haul and Disposal service. A certified copy of the resolution is enclosed. Your bid deposit is being returned to you. Thank you for your bid. Very truly yours, Lynda M Rudder Deputy Town Clerk Ens. ELIZABETH A. NEVILLE, RMC, CMC TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF INFORMATION OFFICER Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 southoldtown.northfork.net OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD June 28,2011 Tully Environmental Inc Peter Tully 127-50 Northern Blvd Flushing, NY 11368 Dear Mr. Tully: At the regular Town Board meeting held on June 21,2011, the Town Board accepted the bid of Winter Brothers Recycling Corp. for MSW Haul and Disposal service. A certified copy of the resolution is enclosed. Your bid deposit is being returned to you. Thank you for your bid. Very truly yours, Lynda M Rudder Deputy Town Clerk Ens. 10252 STATE OF NEW YORK) ) SS: COUNTY OF SUFFOLK) said Newspaper once each week for 19th day of May, 2011. Karen Kine of Mattituck, in said county, being duly sworn, says that she is Principal Clerk of THE SUFFOLK TIMES, a weekly newspaper, published at Mattituck, in the Town of Southold, County of Suffolk and State of New York, and that the Notice of which the annexed is a printed copy, has been regularly published in 1__ week(s), successively, commencing on the Sworn to before me this Principal Clerk day of NOTARY PUBLIC-STATE 0c NEW YORK NO. 01-V06105050 QuCfllflea In Suffolk County LEGAL NOTICE NOTICE TO BIDDERS NOTICE IS HEREBy GIVEN, in accordance with the provisions of Sec- tion 103 of the Generul Municipal Law, that the Town of Southold will ~ve ~ which, will the~ 'be PLACE: Office of the Towa Clerk Southold Tow~ Hall 53O95 Main Ro~i Southuid New York 11971 (631) 765-18~0 DATE: ~flursday, June 2,201 TIME: 10~0 A. M. (LATE BIDS WILL NOT BE OPENED) ~l~e offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equip- ment and labor for hauling solid waste and disposing solid waste at the Contrac- tor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1, 2011, panied by a Bid Ouarant~ in the Form thousaud dolla~ ($I00,000.00) whereia his Bid at any time pri~r Io tbe uleti time for the ~0~J~ The Town reserves the ~t t~ reje~ 53095 MffinR0ad fifty do0sr ($t~0.~0) Bid ~ii~ BumYaucg at the SoUth01d TOwn fer Station (631-734-7685) with any For specific further information re- SOUTHOLD TOWN CLERK BIDDER'S SOLICITATION SOLID WASTE HAUL AND DISPOSAL SERVICES AGREEMENT DOCUMENTS TOWN OF SOUTHOLD STATE OF NEW YORK TOWN Of SOUTHOLD May 2011 NOTICE TO BIDDERS Solid Waste Haul-Disposal Services The Town of Southold will receive sealed bids for solid waste haul-disposal services until the time and at the location herein specified which, will then be opened and publicly read aloud; PLACE: Office Of the Town Clerk Southold Town Hall 53095 Main Road Southold New York 11971 (631) 765-1800 DATE: June 2, 2011 TIME: 10:00 AM (LATE BIDS WILL NOT BE OPENED) The offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equipment and labor for hauling solid waste and disposing solid waste at the Contractor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1, 2007, with the potential for three (3) additional option years {see Section 18.0~ p. 21). Notwithstanding contractual or other legal reasons for terminating this Agreement, this Agreement will be guaranteed for a two (2) year term, through June 30, 2013. Bids must be made in writing on the forms furnished and shall be accompanied by a Bid Guaranty in the Form of certified check, money order, bank draft or standard form letter of credit made payable to Town of Southold, or bid bond, in the sum of one hundred thousand dollars ($100,000.00) wherein the named obligee shall be the Town of Southold. The successful Bidder shall be required to furnish a performance Bond. and insurance in accordance with the instructions in the Bid Solicitation. The bid price shall not include any tax, Federal, state, or local, from which the Town of Southold is exempt. A Bidder may not withdraw his bid within forty-five (45) days after the opening of the bids, but may withdraw his Bid at any time prior to the scheduled time for the opening of bids. The Town reserves the right to reject any or all bids and to waive informalities, should this action be in the best interest of the Town of Southold. 2 Bid Solicitation containing submission requirements, instructions, technical specifications, and bidding forms may be examined free of charge and at the following location on weekdays from 8:00 A.M. to 4:00 P.M.: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Upon payment of non-refundable fifty dollars ($150.00) Bid Solicitation may be picked up at: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Questions regarding the Bid Solicitation should be directed to Mr. James Bunchuck, Southold Town Solid Waste Coordinator at 631-734-7685. Mr. Bunchuck's office is at the Southold Town Transfer Station, located at: Southold Town Solid Waste District 1 Zack's Lane Cutchogue, New York 11935 Entrance to the facility is gained from Cox Lane, off County Rt. # 48. All bidders are encouraged to inspect the Southold Town Transfer Station. Appointments to do so are not required, but may be scheduled by calling Mr. Bunchuck at the phone number above. Elizabeth A. Neville Town Clerk For further information regarding bidding requirements, contact Elizabeth A. Neville (631) 765- 1800. For information regarding Town Of Southold waste program and haul-disposal operations, contact James Bunchuck (631) 734-7685. TABLE OFCONTENTS GLOSSARY OF TERMS SECTION A- SUBMISSION REQUIREMENTS 1.0 Project Purpose 2.0 Schedule 3.0 Examination Of Agreement Documents 4.0 Information to be Submitted 4.1 Contractual Bid 4.2 Supplemental Information 5.0 Bid Format 5.1 Binding 5.2 Form Preparation 6.0 Submission of Bid 6.1 Withdrawal Of Bids 6.2 Questions & Addenda 7.0 Bid Guaranty 8.0 Execution Of Agreement 9.0 Consideration Of Bids 10.0 Selection Of Contractor 11.0 Acceptance of Bid 12.0 Assignment 13.0 Limitation Of Funds Available 14.0 Insurance and Bonds 14.1 Insurance 14.2 Bonds 15.0 Indemnity (Hold Harmless) 16.0 Payments 17.0 Default 18.0 Term of Agreement 19.0 Service Agreement 20.0 Subcontracts 21.0 Rights and Options SECTION B - BID SPECIFICATION 1.0 Requirements 2.0 Program Goals and Objectives 3.0 Potential Regulatory and Operational Changes 4.0 Character Of The Solid Waste 4.1 Quality and Characteristics 5.0 Program Activities 5.1 Collection 5.2 Loading Mode 5.3 Town of Southold Accident and Damage Policy 5.4 NYSDEC Part 360 Permit to Operate 7 10 11 11 12 13 13 13 15 15 15 15 15 16 16 16 17 17 18 18 18 18 18 20 20 21 21 21 21 22 22 23 24 25 25 25 26 26 26 27 27 27 4 6.0 Haul Services 6.1 Transport Mode 6.2 Work Included 6.3 Equipment 6.4 Weighings 6.4 Routing Mode - Contractor's Responsibility 7.0 Disposal Services Program Activities 7.1 Work Included 7.2 Operational Capacity 7.3 Permit Requirements 7.3.1 Disposal Sites Inside State Of New York 7.3.2 Disposal Sites Outside State of New York 7.4 Weighings 8.0 Safety and Health Regulations 9.0 Operations and Procedures 9.1 Supporting Data SECTION C - TOWN OF SOUTHOLD SOLID WASTE HAUL/DISPOSAL SERVICES 1.0 Intent 2.0 General Bid Statement 3.0 Unit Price Bid Schedule 3.1 Compensation 3.2 Evaluation Unit Bid Price Formula 4.0 Bid Security Acknowledgment 5.0 Information Schedules Information Schedule A Information Schedule B Information Schedule C Information Schedule D Information Schedule E Information Schedule F Information Schedule G Information Schedule H Information Schedule I Information Schedule J Information Schedule K Information Schedule L Information Schedule M 27 27 28 28 29 29 29 30 30 30 31 31 33 33 34 35 36 37 37 41 41 42 42 42 SECTION D - APPENDICES Appendix A Sample Operating Agreement Appendix B New York State Department of Environmental Conservation Permit Appendix C Accident Report 6 GLOSSARY OF TERMS ADMiNISTRATOR -Shall mean the Coordinator of municipal solid waste (or his agent) of the Town of Southold, New York. AGREEMENT- Shall mean a Form operating agreement set forth by the Town and resulting from this Bid Solicitation between the Town of Southold and the successful Bidder to be executed in 1997. AGREEMENT DOCUMENTS -Shall include the notice to bidders, instructions, bid solicitation, bid Forms, information schedules, proposal, payment bond, bid bond, Agreement, performance bond, certificates of insurance, glossary of terms any general conditions or special conditions, and any addenda. The Agreement Documents will Form a part of the Agreement. AGREEMENT YEAR -Shall mean the period from July 1~ of a calendar year to June 30, of the next calendar year. BIDDER -Shall mean any party or parties submitting in proper form a bid to perform the work as specified in the Agreement Documents. The successful Bidder selected by the Town to perform the specified work will thereafter be known as the Contractor. BID PRICE -Shall mean the unit cost to determine the ranking of bidders. BID SOLICITATION-Shall mean this document, specifications, and any bid addenda issued. COMMENCEMENT DATE -Shall mean July 1, 2011_. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) -Shall mean solid waste resulting from the construction, renovation, equipping, remodeling, repair and demolition of structures and roads. Such waste includes, but is not limited to, bricks, concrete and other masonry materials, soil, rock, wood, wall coverings, plaster, drywall, non-asbestos insulation and roofing shingles. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) DISPOSAL SITES -Shall mean any site designated by the Contractor where construction and demolition debris is disposed of in a manner that minimizes environmental hazards and is permitted under the design and operation requirements of 6NYCRR Part 360 or alternatively outside the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. GLOSSARY-I 7 CONTRACT DOCUMENTS - Shall have the same meaning as Agreement Documents. CONTRACT YEAR - Shall have the same meaning as Agreement Year. CONTRACTOR - Shall mean the party contracting to perform the work, or the heirs, executors, administrators, agents, or successors thereof. COORDINATOR - Shall mean the coordinator of municipal solid waste for the Town of Southold. COUNTY - Shall mean Suffolk County, State Of New York. DAILY - Sunday to Saturday, inclusive. EPA - Environmental Protection Agency (Federal). HAUL-DISPOSAL SERVICES UNIT PRICE - Shall mean the Contractor's compensation in dollars for each ton of solid waste actually hauled from the Town Of Southold Transfer Station to the Contractor-Designated Disposal Site and disposed of at the Contractor-Designated Disposal Site. HAZARDOUS WASTE - Shall mean (1) any "hazardous waste" as defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.. or "hazardous substance" as defined under the comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or "hazardous waste" as defined under New York Environmental Conservation Law Section 27-0901 et seq., as each such law may be amended from time to time, and the regulations promulgated thereunder, and any analogous or succeeding Federal, state or local law, rule or regulation and regulations promulgated thereunder and (2) any other material which any governmental agency or unit having appropriate jurisdiction shall determine from time to time cannot be processed at the facility because it is harmful, toxic or dangerous. NOTICE OF AWARD - Shall mean written notice from the Town of Southold to the successful Bidder that the Town of Southold intends to award an Agreement to the successful Bidder, subject to compliance with all their terms and conditions of the Agreement Documents. NYSDEC - New York State Department Of Environmental Conservation. OSHA - Federal Williams-Steiger Occupations Safety & Health Act of 1970, plus subsequent revisions. GLOSSARY-2 8 OWNER - Shall mean the Town Of Southold, New York. Also may be referred to as the Town. PERMIT - Shall mean any and all permits, licenses, approvals, certificates of public convenience and necessity, Franchises or authorizations which must be issued by any Governmental Body having jurisdiction thereof to legally enable the Contractor to transport and/or dispose Of construction and demolition debris. PERMITTEE - Shall mean any person issued a valid permit to haul construction and demolition debris or to construct, establish, maintain or operate a construction and demolition debris Disposal Site. RCRA - Resource Conservation Recovery Act (Federal). SOLID WASTE - Shall mean all putrescible and non-putrescible materials or substances, including but not limited to garbage, refuse, rubbish, ashes, agricultural wastes, and offal. (Solid Waste does not include C&D waste, recyclables, hazardous, or infectious waste). SOLID WASTE DISPOSAL SITE(S) - Shall mean any site designated by the Contractor where solid waste is disposed of in a manner that minimizes environmental hazards and Is permitted under the design and operation requirements of 6NYCRR Part 360 - Solid Waste Management Facilities, or alternatively outside of the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. Also may be referred to as Disposal Site(s). SUBCONTRACTOR - Shall mean an individual, firm or corporation having a direct contract with the Contractor for services, equipment, materials and/or labor. GLOSSARY-3 9 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS, AND AWARD BASIS 10 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS AND AWARD BASIS 1.0 PROJECT PURPOSE 2.0 The Town of Southold expects that it will receive and need to dispose of approximately 10,000 tons of solid waste during the agreement year. It is possible that the Town of Southold will contract with another town to receive and dispose of their solid wastes. If this happens the quantity of wastes to be hauled and disposed of under this Agreement will increase. This Bid Solicitation will ensure Town of Southold's solid waste will continue to be 1) hauled From the Town of Southold Transfer Station to Disposal site(s) and 2) disposed of at permitted Disposal Site(s). SCHEDULE The schedule below is an estimate of the time period leading up to the commencement of the Agreement. Its intent is to provide each Bidder with an idea of when certain events may occur. The dates given are guidelines and should not be construed as firm dates or deadlines due to. the multiple parties involved in the decision making process. EVENT Transfer Station Visits Pre-Bid Conference Bid Opening Town Board Approval Agreement Executed Operations Commencement DATE By Appointment None 10:00 AM Thursday, June 2, 2011 June 7, 2011 On or Before June 29, 2011 July 1, 2011 . 11 3.0 EXAMINATION OF AGREEMENT DOCUMENTS, FAMILIARITY WITH THE WORK It is the responsibility of each Bidder before submitting a Bid to (a) examine the Sample Operating Agreement and Agreement Documents thoroughly; (b) visit the site of the Town of Southold Transfer Station; (c) attend and be familiar with the outcome of the pre-bid conference (d) become familiar with conditions at the Town of Southold Transfer Station and Disposal Sites that may affect cost, progress, performance or furnishing of the work; (e) become familiar with and consider all federal, state and local laws, regulations ordinances, permits, approvals and orders that may effect the cost, progress, performance or furnishing of the work: (f) study and carefully correlate the Bidder's observations with the Agreement Documents; and (g) notify the Town Clerk of all conflicts, errors or discrepancies in the Agreement Documents. Reference is made to the following Appendices which contain supplemental information which is attached to and made part of the Agreement Documents: Appendix A: Sample Operating Agreement Appendix B: NYSDEC Part 360 Operating Permit Appendix C: Town of Southold Accident Report Reference is made to the Following information which is available for review by Bidders at the Town Clerk's Office during normal business hours - 8:00 A.M. to 4:00 P.M. Monday through Friday. i. Pending conceptual plans for the proposed Town of Southold Transfer Station. ii. Town of Southold Solid Waste Management Plan. This information is presented solely for the convenience of the Bidders and does not constitute part of the Agreement Documents. Bidders shall form their own conclusions and opinions from this information and shall confirm any information contained therein regarding facilities and equipment through site visits. The Town does not guarantee the accuracy of any information contained in these documents. Before submitting a Bid, each Bidder shall, at the Bidder's own expense, make or obtain any additional inspections, examinations, or 'studies and obtain any additional data and information which may affect cost, progress, performance or furnishing of the work and which Bidder deems necessary to determine its bid for performing and furnishing the work in accordance with the time, price and other terms and conditions of the Agreement Documents. The failure or omission of the Bidder to receive and examine any form, instrument or document, or make required inquiries and inspections, shall not relieve the Bidder from any obligation contained in the Agreement Documents. The Town will be justified in rejecting any claim based on facts or conditions of which the Contractor should have been cognizant. 12 The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Bid Solicitation, that without exception the Bid is premised upon performing and furnishing the work required by the Agreement Documents, and that the Agreement Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performing and furnishing the work. Bidders will be allowed to ask questions regarding the Bid Documents during the pre-bid conference to be held at: Town Hall 53095 Main Road Southold, New York 11971 4.0 4.1 4.2 INFORMATION TO BE SUBMITTED WITH PROPOSAL Contractual Bid For the purpose of assisting the Town in determining the responsible Bidders for this Bid Solicitation, the Bidder is required to submit the following minimum information with his bid: ii. iii. iv. Contractor Bid Form Bid Security or Bid Bond Information Schedules A through M as applicable Supplemental Information as described in 4.2 Supplemental Information In addition to the aforementioned forms, the Bidder is. required to submit the following supplemental information with his bid: Operational Plan: A plan describing the Bidder's assessment of the requested operation set forth in Exhibit M. This section shall be divided into the following subsections: o Haul A detailed summary of requirements for manpower, materials and supplies, mobile equipment, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. 13 ii. iii. iv. o Disposal A detailed summary of requirements of site capacity, useful life, hours and days of the week, operation, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. A copy of the current Permits to Construct and Permits to Operate shall be included. If the Solid Waste Disposal Site is located outside the State of New York, a copy of the current applicable laws and regulations governing the design, construction and operation of the Disposal Site shall additionally be included. Litigation: A section briefly describing any current litigation which in any way may affect the Bidder's operational capability of useful life of the Solid Waste Disposal Sites. Subcontractors: If the Bidder intends to use one or more subcontractors to complete any portion of the work, the Bidder must so indicate this intent in its Bid. The Bidder is advised that any Agreement awarded will be contingent upon the use of the subcontractor(s) so identified. In the event that the Bidder desires to change the number or identity of such subcontractor(s), the proposed change must be submitted to the Town for approval. No such change shall be made without the Town's approval. In addition, it is the policy of the Town of Southold to encourage the participation of Minority Business Enterprises (MBE's) and Women- Owned Business Enterprises (WBE's) on Town projects. For this reason, the Agreement will require Contractor to use its best efforts to include among its subcontractors MBE and WBE finns. In the event the successful Bidder intends to subcontract in excess of twenty-five percent (25%) of the work, the Bidder will be required to submit to the Town an MBE/WBE Utilization Plan acceptable to the Town prior to the Town's execution of the Agreement. Disposal Site Subcontractor: In the event the Bidder does not own the Disposal Site identified in its Bid, the Bidder shall furnish a statement, signed by an authorized representative of the Disposal Site, which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents. THE SUPPLEMENTAL INFORMATION REQUIREMENTS MAY BE SATISFIED BY INCLUDING A REFERENCE TO AN INFORMATION SCHEDULE (A-M) IF THE SCHEDULE PROVIDES THE INFORMATION REQUESTED AND IS INCLUDED IN THE BID. 14 5.0 5.1 BID FORMAT Binding The document(s) if bound shall be in a manner that will provide for easy evaluation access (to lie flat when opened). Printing on both sides of the sheets, provided a quality paper is Utilized that will prevent the type from showing through, is acceptable. Paper with substantial recycled content is preferred. 5.2 Form Preparation 6.0 6.1 Bids shall be submitted in the form described in this Bid Solicitation. All blank spaces for bid prices shall be properly filled in, in ink or typed, in both words and numerals for all bid categories required. In the event a price shown in words and its equivalent shown in figures do not agree, the written words shall be binding on the Binder. BIDS SHALL NOT BE QUALIFIED, MODIFIED, LIMITED OR RESTRICTED IN ANY WAY. In the event a specification is not applicable, it shall be so indicated. Incomplete bids may not be considered, depending on the nature of the missing information. SUBMISSION OF BID Each Bidder shall submit six (6) separate complete sets of his Bid which shall be enclosed in a sealed opaque envelope plainly marked on the outside with the title of the work and the name and address of the Bidder. No Bid will be considered unless filed on or before the time and at the place designated in the Notice to Bidders. Bids received after the time set for the opening will be returned to Bidders unopened. When sent by mail, preferably registered, the sealed Bid, marked as above, should be enclosed in an additional envelope similarly marked and addressed to: Office of the Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 Bids received prior to the time of opening will be kept securely unopened. No bid received thereafter will be considered. Withdrawal of Bids Any Bidder will be given permission to withdraw its Bid upon receipt of a properly notarized written request made no later than the time set for opening. At the time of opening of the bids, if such Bid is included, it will be returned to the Bidder unopened. No bid may be withdrawn after opening until execution of the Agreement or rejection of all bids as provided herein. 15 6.2 Questions & Addenda All questions about this Bid Solicitation must be submitted in writing to the following: Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 No alterations to this Bid Solicitation will be considered valid unless in writing and issued as Addenda. All such addenda shall become part of the documents and all Bidders shall be bound by such addenda, whether or not received by the Bidders All questions must be received at least ten (10) calendar days before bid opening in order to be answered. It shall be the Bidder's responsibility to make inquiries concerning any addenda issued. All addenda will be on file at the Town Clerk's office at least twenty-four (24) hours before bids are opened. The Town will not be bound by oral clarifications. 7.0 BID GUARANTY 8.0 Each Bid must be accompanied by a bid guaranty (Section C, Schedule 5.0.K), without condition or qualification, which shall be in the stun of one hundred thousand dollars ($100,000.00). The guaranty may be certified check, bank draft, money order, standard form irrevocable letter of credit, or a bid bond in the form attached. The bid bond shall be secured from a surety company authorized to do business in the State of New York as a surety. No Bid will be considered unless it is accompanied by the required guaranty, certified check, money order or bank draft must be made payable to the order of the Town of Southold. The bid bond shall name the Town as the obligee. Cash deposits will not be accepted. The bid guaranty shall ensure the execution of the Agreement and the furnishing of the surety bond or other required bonds by the successful Bidder, all as required by the Agreement Documents. All guaranties will be returned within ten (10) days after the execution of the Agreement and required bonds insurance and other Agreement Documents are received from the successful Bidder. EXECUTION OF AGREEMENT/FURNISHING OF BONDS The successful Bidder, or its legally authorized representative, shall be required to appear in person within ten (10) days of the Notice of Award by the Town at the place and time designated by the Town to execute the Agreement and other Agreement Documents for Haul/disposal services. The successful Bidder shall, at its own cost and expense, procure, execute and deliver to the Town the following documents within ten (10) days of formal Notice of Award by the 16 Performance Bond - A Performance Bond shall be in an amount of one million five hundred thoushand dollars ($1,500,000.00). This bond (as shown by example in Section C, Schedule 5.0.L), shall be maintained at the Contractor's own expense for the term of the Agreement. Failure or refusal of the successful Bidder to execute and/or deliver such bond within the time designated, shall constitute a breach of such Bidder of the Agreement created by the Town's acceptance of the bid. In such event, the Town may determine that such Bidder has abandoned the Agreement and the Town shall be entitled to take action for any and all damages it may suffer as the result of such breach. The Town's rights in this regard shall include but not be limited to a claim against the bid bond provided. The Town specifically reserves any and all other rights against the Contractor as a result of his failure to perform as required by these documents. 9.0 CONSIDERATION OF BIDS The Town of Southold reserves the right to reject any/or all bids for haul and disposal services if such action is deemed to be in the best interests of the Town. To be considered responsive to this Bid Solicitation, each Bidder shall: Provide equipment, labor, maintenance and management services to haul and dispose of solid waste from the Town of Southold Transfer Station to Contractor designated Solid Waste Disposal Site(s) as set forth in Section B ~ Bid Specifications. B. Reserve and provide a minimum available capacity of 15,000 tons (52 weeks/year) yearly, allowing for seasonal and other peak periods. Provide evidence of all current valid state and Federal permits, licenses, local ordinances, etc., required by law to receive solid waste at the designated Disposal Site(s). D. Provide evidence of physical and financial capability to perform services described in the bid specifications. 10.0 SELECTION OF CONTRACTOR Bids will be evaluated only if accompanied by the approved form of bid guaranty. Only bids solicited from firms or combinations thereof, who have sufficient management, engineering capabilities, operating, and maintenance experience to fulfill the Town's goals and comply with the applicable local, state, Federal laws, ordinances, regulations e.g. New York State Department of Environmental Conservation, Resource Conservation Recovery Act and Federal Environmental Protection Agency guidelines will be accepted. The Town will review the bids and make a selection recommendation based on the evaluation criteria included in this Bid Solicitation or take such other action as it deems in its best interest. 17 Any agreement awarded hereunder will be to the responsible Bidder whose Evaluation Unit Bid Price is the lowest. The Town of Southold reserves the fight, in its sole discretion, to reject at bids submitted in response to this Bid Solicitation. 11.0 ACCEPTANCE OF BID The acceptance ora Bid will be a Notice of Award signed by a duly authorized representative of the Town, and no other act of the Town shall constitute the acceptance ora Bid. The acceptance of a Bid shall bind the successful Bidder to execute the Agreement and other Agreement Documents. 12.0 ASSIGNMENT The successful Bidder to whom any Agreement shall be let, granted, or awarded shall not assign, transfer, convey, sublet, or otherwise dispose of the Agreement or of his right, title, or interest therein or his power to execute such Agreement, to any person or corporation without the prior written consent of the Town. 13.0 LIMITATION OF FUNDS AVAILABLE 14.0 14.1 The Contractor specifically agrees that any Agreement shall be deemed executory only to the extent of the funds appropriated for the purpose of the Agreement and that no liability shall be incurred by the Town beyond the funds appropriated on the date of execution of the Agreement by the Town for the said purpose. INSURANCE AND BONDS Insurance For the period from Agreement commencement date until one (1) year after Agreement termination date, Contractor must maintain insurance acceptable to the Town in the kinds and amounts set forth below. All such insurance coverage, shall be provided by companies licensed to do business in New York State and the state in which the Disposal Site(s) is (are) located. The Town of Southold and its agent shall be named as an additional insured and coverage shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Within ten (10) days of the Notice of Award, Contractor shall furnish to the Town, certificates of insurance, in a form satisfactory to the Town Attumey, evidencing such insurance. The kinds and amounts of insurance are as follows: A. Contractor's Insurance - Insurance for liability for damage imposed by law of kinds and in the amounts hereinafter provided coveting all work under the Agreement, whether performed by Contractor or his subcontractors. The kinds and amounts of insurance are as follows: 18 (1) Worker's Compensation Insurance - A Policy covering the operations of the Contractor in accordance with the provisions of Chapter 41 of the Laws of 1914 as amended, known as the Worker's Compensation Law, covering all operations Of the Contractor, whether performed by him or by his subcontractors. The Agreement shall be void and of no effect unless the person or corporation making or executing same shall secure compensation coverage for the benefit of, and keep insured during the life of said Agreement such employees in compliance with provisions of the Worker's Compensation Law. (2) General Liability (Comprehensive Form) Insurance - Contractor's liability insurance issued to and covering legal liability of the Contractor with respect to all work performed by him under the Agreement. The following insurance coverage shall be included: (a) Independent Contractor's Protective Liability - Covering work performed by subcontractors. (b) Completed Operations or Product Liability. (c) Contractual Liability. (d) Broad Form Property Damage (e) Personal Injury. NOTE: If any of the rating classifications embody property damage exclusions C or U, coverage for eliminating such exclusions must be provided. Coverage for the above will be required in not less than the following amounts: SINGLE LIMITS OF LIABILITY: $1,000,000.00 AGGREGATE LIMITS OF LIABILITY: $10,000,000.00 (3) Automobile Liability Insurance - Policy shall include coverage for all owned as well as non-owned and hired vehicles, and limits shall not be less than the following amounts: BODILY INJURY LIABILITY Aggregate: $3,000,000.00 Each Person Each Occurrence $1,000,000.00 PROPERTY DAMAGE LIABILITY Aggregate: $3.000,000.00 Each Occurrence $1,000,000.00 19 14.2 Bonds Prior to the execution Of the Agreement. the successful bidder shall furnish to the Town a Performance Bond wherein the named obligee is the Town of Southold. The Performance Bond's purpose is to secure the faithful performance of the Agreement. The bond' amount shall be set forth in Section A-8.0. The bond shall be executed by a surety company approved by the Town authorized to do business in the State of New York and with an office or representative in Suffolk County, New York. The form shall be acceptable to the Town of Southold and shall have a term through the completion of services. As an a alternative to the Performance Bond, the successful Bidder may furnish a certified check, bank draft, money order, or a standard form irrevocable letter of credit, certified check, bank draft or money order must be made payable to the order of the Town of Southold. The standard form irrevocable letter of credit shall be in a form acceptable to the Town of Southold. In the event the Contractor secures a Performance Bond from any of its subcontractors, said bond shall also name the Town of Southold as a dual obligee. Should the Town designate another public or private gent of contract administrator, the same or others shall be added as additional named obligee at no added costs to the Town, upon written request from the Town. 15.0 INDEMNITY (HOLD HARMLESS) Contractor shall agree to defend, indemnify and save harmless the Town against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, surer or be required to pay by reason of or in consequence of the carrying out of or the performance of the terms of such Agreement, or the failure to carry out any of the revisions, duties, services or requirements of such Agreement, whether such losses and damages are suffered or sustained by the Town directly or its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of the Contractor's employees and agents who may seek to hold the Town liable therefor. This indemnity shall include any and all claims, penalties or other losses or damages incurred by the Town as a result of enforcement or other proceedings by Federal, state or local government agencies relating to Contractor's Disposal Site(s) operation. This obligation shall be ongoing, survive the term of the Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments. The Bidder agrees to join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all necessary appeals which may be necessary, in the opinion of the Town. 20 16.0 PAYMENTS 17.0 18.0 Contractor shall receive monthly payments for services performed during the prior calendar month upon submission of an invoice (with a Town voucher) that shall contain an itemized list of municipal solid waste haul trips from the Town of Southold Transfer Station including the tonnage of municipal-solid waste and the manifest number for each load of municipal solid waste removed. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. Contractor's monthly invoice shall include a daily summary of tonnage received by Contractor at the' Transfer Station. The Town shall be entitled to deduct from any payment owing to Contractor any sums expended by the Town to cure any default or other non-compliance by Contractor. DEFAULT In the event the Contractor fails to perform its obligations under the Agreement, the Town may terminate such Agreement, and the Town may procure the services from other soumes and hold the Contractor responsible for any excess costs incurred and deduct from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to terminate the Agreement at any time after Year Two (i. e., after dune 30, 2013) of the Agreement for the purpose of entering into an inter-municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. 19.0 SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit' status of its Disposal Site. In the event that Bidder wishes to submit a bid for a Disposal Site for which Bidder does not currently have all necessary federal and state permits, Bidder shall at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing to the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. This is a full service Agreement and failure of the successful Bidder to provide the identified Disposal Site or acceptable alternative Disposal Site, on or after the commencement date for services under the Agreement Documents awarded hereunder shall constitute a breach of this Agreement. The Bidder accordingly shall not be excused from it obligations 21 hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. 20.0 SUBCONTRACTS In the event Bidder does not own the Disposal Site identified in its bid prior to execution of the Agreement, Bidder shall: (1) furnish to the Town a copy of the signed Agreement between Bidder and the Disposal Site Contractor which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents; (2) require the Disposal Site Contractor to furnish to Contractor and the Town a performance bond guaranteeing the availability of the Disposal Site throughout the term of the Agreement; (3) require the certificates Contractor to provide insurance naming the Town as additional insureds on all policies maintained by Contractor. 21.0 RIGHTS AND OPTIONS The Town of Southold, New York, reserves and holds at its discretion the following rights and options upon issuing this Bid Solicitation: To award an Agreement to the candidate whose bid is judged to be the lowest responsible bid pursuant to Section 103 of the General Municipal Law of the State of New York. 2. To reject any and/or all bids. 3. To issue subsequent bid solicitations. 4. To issue additional and subsequent solicitations for statements of qualifications and conduct investigations or interviews with respect to the qualifications of each Bidder. 5. To designate another public body, private or public agency, group, or authority to act in its behalf for evaluation and Agreement negotiations. 6. To designate another public body, private or public agency, group, or authority to act in its behalf for contract administration of this project at any time during the Agreement period. 22 SECTION B BID SPECIFICATIONS (TECHNICAL/MANAGEMENT) SECTION B BID SPECIFICATIONS 23 TECHNICAL/MANAGEMENT 1.0 REQUIREMENTS This request for bids is issued for the Town of Southold, State of New York, Town Hall, 53095 Main Road, Southold, New York, 11971 (Telephone (516) 765-1800) The effort, shall be known as the Town of Southold Solid Waste Transport and Disposal Service. The Town of Southold desires to issue an Agreement with a qualified Contractor to haul and dispose of a portion of its Solid Waste. The Town will need to dispose of approximately 10,000 tons of solid waste during the agreement years The Contractor will ensure the Town that solid waste will continue to be; 1 ) hauled from the Town of Southold's transfer Station to disposal site(s), and; 2) disposed at permitted disposal site(s). The following general services are sought in this request: 'HAUL Provide equipment, labor, maintenance, management and policies to operate a transportation system for hauling solid waste from the Town of Southold transfer Station to Contractor designated disposal site(s) as set forth herein. Transportation equipment shall be in accordance with New York. State Department of Transportation, Interstate Commerce Commission, United States Department of Transportation, as defined in the Code of Federal Regulations, or other applicable state and federal regulatory requirements. · Disposal Reserve capacity and provide equipment, labor, maintenance, management and policies to receive and dispose of solid waste from the Town of Southold Transfer Station as set forth herein. The Contractor's New York State Solid Waste Disposal Site(s) must be in compliance with all State of New York Department Of Environmental Conservation's and U.S. Government's Regulatory requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. Disposal Sites outside New- York State shall be permitted by applicable local, state and Federal laws including RCRA and Subtitle D and regulations deemed by the Town to be no less protective of the environment than those outlined in this specification. Disposal alternatives that will be considered include land disposal, incineration, composting, etc., as long as they comply with regulatory requirements and environmental standards. 24 2.0 PROGRAM GOALS AND OBJECTIVES The goal of this project is the continued safe and reliable hauling and disposal of the solid waste materials from the Town Of Southold Transfer Station at minimum cost to the citizenry. It is also the objective of the Town of Southold to ensure that the haul-disposal operations proceed according to the provisions of this document and subsequent agreements/amendments are upheld. 3.0 POTENTIAL REGULATORY AND OPERATIONAL CHANGES 4.0 During the term of the Agreement, there may be a number of regulatory and operational changes which may affect the quantifies and types of solid waste received at the Town of Southold Transfer Station and delivered to the Disposal Site; the manner in which solid waste is handled by the Town prior to the loading of waste for transfer; and the equipment maintained and used by Town forces in the handling of waste to be transferred. This Agreement will not provide any guarantees with respect to the volume of waste to be hauled and/or disposed of by Contractor or the specific operational techniques and/or equipment to be employed by the Town in the handling of waste at the Town transfer station. The Town reserves the right to designate another public body, private or public agency, group or authority to act in its behalf for administration of the Agreement at any time during the term of Agreement. CHARACTER OF THE SOLID WASTE The wastes which are to be hauled and disposed ofnnder terms of this bid solicitation are to include typical municipal wastes from a rural community. This will include all waste types generated in private households, and, therefore, can include broken furniture, small appliances, and other wastes generated in a private home or apartment as allowed under 6NYCRR Part 360- 1.2(a) regulations and the Garbage, Rubbish and Refuse Law, Chapter 48 of the Code of the Town of Southold. Commercial waste may also be included in the solid waste stream. It may include any waste which is typically disposed of in dumpster or roll-off type container boxes at restaurants, small businesses, light industries, hospitals, office buildings etc. It should not include any wastes covered by special waste permits Such as pathogenic or hazardous materials, but the Town cannot guarantee that the waste stream does not contain same. Special costs associated with handling noncompliance loads will be compensated under Forced Accounting (Appendix A-9). 25 4.1 5.0 5.1 Quality and Characteristics The Town Of Southold's historical solid waste quantities and characterization data are Available upon request. MSW Tonnage disposed in under contract in 2006 totaled approx. 9,000 tons. Bidders are cautioned that actual quantities may differ significantly from these data. Recycling programs may affect the quantity and characteristics of the waste received at the Town of Southold Transfer Station. If the Contractor discovers any non-compliance waste (hazardous, regulated medical or special wastes), the Contractor shall notify the Town and dispose of [he noncompliance waste in accordance with local, state and Federal regulations. Compensation for such waste disposal services shall be provided for under Forced Accounting (Appendix A-9). The Town makes no specific representations in the foregoing disclosure. PROGRAM ACTIVITIES Collection The Town of Southold Transfer Station is open 7 days a week, except holidays, from 7:00 A.M. to 5:00 P.M. The Contractor will be expected to collect and remove solid waste from the Transfer Station during the following hours: Monday through Friday 7:00 A.M. to 4:00 P.M. The Transfer Station is closed on the following holidays: New Year's Day Martin Luther King Day President's Day Easter Sunday Memorial Day Independence Day Labor Day Columbus Day Election Day Veteran's Day ½ Thanksgiving Eve Thanksgiving Day ½ Christmas Eve Christmas Day ½ New Years Eve The Contractor must make transfer containers available for loading seven days a week. if requested, between 7:00 A.M. and 4:00 P.M. Removal of waste on Sundays is not always required. The Contractor will be expected to provide enough containers to empty the Transfer Station tipping floor on a daily basis, delivery and staging of an adequate number of containers for this purpose will be coordinated with Transfer Station Staff as needed. 26 5.2 5.3 Loading Mode The Contractor shall fully prepare transfer containers for loading, including assuring that container covers or empty containers are left open. [SEE NOTE AT END OF SECTION 6.3.1 Solid Waste will be loaded by the Town at its Transfer Station using a front end wheel loader. After loading, Contractor will bring transfer containers to the Town's truck scales for weighing to prevent overloading and to document haul and disposal tonnages. Contractor will then cover (tarp) his load prior to leaving the site. If required by any local, state or Federal regulations or law, the contractor shall provide sealed containers for loading. This service shall be at the Contractor's expense and included in the unit price bid. Town Of Southold Accident and Damage Policy The Contractor shall be required to prepare an Accident Report (See Appendix C) Of any accidents and/or damage that occur while performing services under the term of the Agreement. The Town of Southold shall immediately be notified of any major occurrences such as bodily injury of structural damage to the Town's Transfer Station. An Accident Report will be submitted to the Town within twenty-four (24) hours containing the date, time, location, and complete description of all incidents. The offending Parts or representative/e thereof shall also be recorded and required to sign the accident/damage report prior to departing the Town of Southold Transfer Station. All accident and/or damage reports will be included in reports to the Town 5.4 NYSDEC Part 360 Permit to Operate The Town Of Southold operates the Transfer Station under a New York State Department of Environmental Conservation (NYSDEC) Part 360 Permit to Operate. A copy of NYSDEC Permit is included as Appendix B. 6.0 HAUL SERVICES For Solid Waste Haul-Disposal Services-Agreement, the following services will include the tasks, responsibilities and performance required as outlined herein. 6.1 Transport Mode The Town will consider a transportation mode of truck or track and rail under this solicitation. 27 6.2 Work Included 6.3 The Contractor shall provide the following major essential services or equipment and any other non-specified items without limitations, to maintain a reliable haul services operation in a manner that will meet the needs of the Town of Southold. · Management and operation of a fleet of track and/or rail containers to accommodate the transport of solid waste from the Town transfer Station to Solid Waste Disposal Site(s) in accordance with all local, state, and Federal regulations. [SEE NOTE AT END OF SECTION 6.3.] · Financial liability and maintenance responsibility of transport equipment, i.e., dump trailers, transfer trailers bulk material containers, vehicles, personnel and services for open-top loading solid waste hauling activities. · Coordination of haul services with disposal services. Equipment The Contractor shall provide reliable refuse handling and other essential ancillary equipment, along with personnel to operate and maintain a reliable haul services system in a manner that will satisfy the needs of the Town of Southold. The minimum level of haul services equipment acceptable to the Town to support the haul operation includes open-top trailers and bulk material containers. The Contractor will supply additional open-top trailers and containers, etc. UNDER THIS SOLICITATION, THE TOWN WILL REQUIRE THE CONTRACTOR TO STAGE AN ADEQUATE NUMBER OF TRANSFER TRAILERS TO ACCOMMODATE THE ANTICIPATED WASTE STREAM COMFORTABLY. While the Town will not dictate the exact number of trailers to be placed, typically, this means the Contractor will need to plan on having three (3) or four (4) trailers at the Transfer Station at any given time. The contractor must assure the Town that an adequate reserve supply of equipment exists to haul and dispose of the daily and seasonal solid waste including unpredictable surges or delays due to inclement weather and that transport equipment storage requirements will meet the Town of Southold Transfer Station requirements. Each bidder is therefore responsible for familiarizing itself with the Town of Southold Transfer Station site. solid waste, etc., to assure equipment compatibility. Transport equipment used at the Southold Town Transfer Station may be open-top bulk material containers, dump trailers, roll-off containers or open-top transfer trailers, provided that all such equipment is suitable for convenient loading given existing configurations of the Town of Southold Transfer Station. All Transport equipment, including equipment involved in any interim transfer operation (i.e., any transfer of Southold Town MSW into other vehicles/containers prior to disposal) shall be: 1) Registered with the State of New York Department of Motor Vehicles or equivalent agency; 2) designed to preclude spillage of waste; 3) loaded 28 6.4 6.5 7.0 within their design capacity and New York State Department of Transportation regulations; 4) well maintained in good working order. Corroded defective, bent, deformed or punctured trailers, roll-off boxes, or other containers of waste materials shall not be utilized at any time. Suitable covers shall be provided and used while transporting solid waste in open-top transport equipment. The bidder shall clearly indicate [he quantity and type of transport equipment/vehicles it plans to use, their availability date, state of repair, and that such units are compatible with the Town of Southold Transfer Station scales and New York State DOT regulations, United States Department of Transportation, as defined in the Code of Federal Regulations or equivalent. The Contractor will promptly remove from use any transport equipment/vehicle that does not conform with these requirements and replace it with an acceptable unit. The Contractor shall maintain its own off-site maintenance shop facilities for servicing the transport equipment and vehicle fleet, unless it elects to subcontract for these services. No major maintenance may be done at the Town of Southold Transfer Station site. NOTE: In the course of this Agreement, the Town may, at its discretion, provide 1 or more transfer trailers for use by the Contractor. The Town warrants that any such equipment provided would be compatible with hauling vehicles (tractors) generally standard in the waste hauling industry. In the event that the Town wishes to provide such equipment for use by the Contractor, the Contractor together with the Town shall develop an addendum to this agreement governing such use. Weighings The Town of Southold will provide certified weighing at the Town of Southold Transfer Station. The Contractor will accept these weights for invoicing purposes. All weights will be generated on current certified weigh scales. Routing Mode - Contractor's Responsibility Contractor will have the right to select the route(s) for travel from the Town of Southold transfer Station to the Disposal Site(s). Contractor warrants and guarantees that, in selecting and utilizing such route(s), Contractor will insure that it is not violating any applicable motor vehicle height (overpass clearance), motor vehicle weight restrictions, local ordinances or Interstate Commerce Commission regulations. Contractor will indemnify and hold the Town harmless from any claims, fines and other damages assessed upon or incurred by the Town as a result of any violations of applicable restrictions or regulations relating to the routes traveled by the Contractor. DISPOSAL SERVICES PROGRAM ACTIVITIES For Solid Waste Haul-Disposal Service Agreement, the following disposal services will 29 7.1 7.2 include the tasks, responsibilities and performance requirements as outlined herein. Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items, without limitations, to maintain a reliable disposal services operation in a manner that will meet the needs of the Town Of Southold. · Liability insurance, performance and payment bonds. · Safety equipment. Operational Capacity The bidder shall identify in its proposal, the following information: · Disposal Site capacity. · Flexibility of Disposal Site capacity to allow for seasonal variances in waste generation and sufficient to permit service in the tonnages bid. · Hours and days of the week that the designated Disposal Site will be open for receiving solid waste from the Town of Southold, including weekends, holidays and special closure periods· 7.3 Permit Requirements Throughout the term of Agreement that may result from this Bid solicitation, the Contractor must maintain all current and valid local, state and Federal permits, licenses, or other authorizations, (either temporary and permanent) which are required by law to receive solid waste at any and all Disposal sites designated by the bidder· Because of the varying terms of Solid Waste Disposal Site permits, it is possible that a permit will expire during the term of Agreement. The responsibility of obtaining and/or renewing a permit to operate is solely upon the Contractor. In the event a Contractor fails to maintain or obtain any necessary current and valid local state and Federal Permits., licenses, or other authorizations, allowing the lawful use of its designated Disposal Site then the Contractor will be solely responsible for obtaining the utilization of an alternate Solid Waste Disposal Site at no additional cost to the Town including any additional hauling cost because of the location of the alternate Disposal site. Under no circumstances shall such a change in Disposal Site or failure or inability to obtain permits by the Contractor be considered a change in conditions, in the event the Contractor is unable to find an alternate Disposal Site, it shall be deemed to be in default of the Agreement and liable for damages, bonds forfeitures and other expenses as 30 provided in the Agreement. In the event the individual and/or entity submitting a bid in response to this bid solicitation is not the individual and/or entity named as the permit holder on any necessary current and valid local, state or federal permits, licenses or other authorizations, required by law to receive solid waste at any disposal site designated by the bidder or any altemate disposal site, the bidder is required to provide satisfactory evidence to the Town of Southold of a binding contractual relationship between the bidder and the permit holder which provides the bidder with the irrevocable right to utilize the solid waste disposal site during the term of Agreement, or portion thereof, in a manner which is in complete compliance with this bid solicitation and the bidder's bid submission. The agreement between the bidder and the permit holder shall include provisions that: Provide Town with the right to discuss operational matters with the permit holder whenever necessary. Require the permit holder to comply with directives of the Town which are consistent with and pursuant to the Agreement which shall result from this bid solicitation. 7.3.1 Disposal Sites Inside State of New York The Contractor's Solid Waste Disposal Sites, if located within the State of New York, must be in compliance with all State of New York Department of Environmental Conservation's and U.S. Environ_mental Protection Agency regulators requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Site must have valid construction and operating permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. Disposal altematives that will be considered include land disposal, waste to energy (incineration), composting, etc., as long as they comply with all the above governing regulators requirements and environmental standards. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. No Disposal Site shall be acceptable unless it poses no significant threat to the environment and its design, construction and operation complies with all applicable laws. 7.3.2 Disposal Sites Outside State of New York The Contractor's Solid Waste Disposal Sites, if located outside the State of New York 31 must be in compliance with all the applicable local, state and Federal laws and regulations and U.S. Environmental Protection Agency regulatory requirements, e.g. Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Sites must have valid construction and operation permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. If the Solid Waste Disposal Site is a landfill, it must comply with the following minimum standards: · Liner Systmn. All proposed landfills under the Agreement shall be provided with at least a single liner system to restrict the migration of leachate and prevent pollution of underling soil or groundwater. Liner systems shall consist of low permeability soil admixtures, clays or synthetic materials. Liners are at a minimum to consist of materials having a demonstrated hydraulic conductivity and chernical and physical resistance not adversely affected by waste emplacement or sanitary landfill leachate, including synthetic geo-membranes and soils such as clay or other semi-impervious admixture. Liner systems may consist of an impervious liner composed of at least two feet of clay with demonstrated hydraulic conductivity of lx 10-> cm/sec or a synthetic single lining system of a thickness of at least 60 mils. Thicknesses down to 40 mils may be acceptable for composite liners which include impervious clay. Foundation: The proposed landfill shall be designed and constructed on an appropriate foundation which provides firm, relatively unyielding planar surfaces to support the liner system and which is capable of providing support to the liner and resistance to the pressure gradient above and below the liner resulting from settlement, compression or uplift. Leachate Collection: The proposed landfill shall be equipped by a leachate drainage and removal system. The leachate drainage system-shall consist of collection pipes and a drainage layer. The system shall be designed to ensure that the leachate head on the liner does not exceed one foot at any time. A leachate removal system shall be provided to remove leachate within the drainage system to a central collection point for treatment and disposal. Leachate Treatment and Disposal: Leachate shall be treated and disposed of in accordance with all applicable taws, including applicable pretreatment standards and discharge limitations· Gas Collection and Venting: The proposed landfill shall be equipped with a suitable gas collection and/or venting system which complies with all air pollution requirements and other applicable laws. 32 7.4 8.0 Surface Drainage Systems: The proposed landfill shall be designed with an appropriate surface drainage system which isolates the landfill from adjacent surface water drainage in a controlled manner, as well as controlling run-off from the landfill itself. Monitoring System: The proposed landfill shall be equipped with appropriate systems to monitor groundwater quality, gas production, leachate volume, quantity, slope and settlement status. The number and location of ground water monitoring wells shall be sufficient to define and detect any potential migration of contaminants. However, no fewer than one up-gradient monitoring well and two down-gradient monitoring wells shall be provided in any event. A regular sampling and analysis program shall be in place to verify that no groundwater contamination results from the landfill. Closure: The proposed landfill shall have in place a written closure plan which conforms to applicable taws and standard industry practice. The closure plan shall, be designed to insure that contamination does not spread from the landfill during) the post closure period. Bidder must clearly specify their intended disposal alternatives and support same with copies of appropriate experience, site location, permits, agreements et al., as outlined in this bid solicitation. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. The Contractor shall be solely and completely Responsible for any and all liability relative to contractor's failure to dispose of solid waste at an approved site. Weighings The Town will compensate the Contractor for waste material hauled and disposed of on a net tonnage basis (short tons = 2000 pounds). The certified weighings will be made at the Southold Town Transfer Station. The Disposal Site will accept these weights for invoicing purposes. Alt weights will be generated on current certified weigh scales. In the event of any dispute over differences in net weights between the Town and Disposal Sites scales and weight records, the Town may make payment upon the weight it deems to be most correct, until the dispute is reconciled. Any claims for differences must be filed in writing within sixty (60) days of occurrence or the Town's calculation shall be deemed final and binding between the parties. SAFETY AND HEALTH REGULATIONS The Contractor shall comply with all current Federal Department of Labor, Safety and Health Regulations under the Occupational Safety and Health Act, 1972 (PL 91-596) and Section 107, Agreement Work Hours and Safety Standards Act (PL 91-54). Specific consideration shall be given, but not limited to the following major areas: 33 Maintenance safety procedures - guards and Shields on dynamic equipment, guards, railings, electrical lockouts, vehicle wheelblocks, audio vehicle backup alarms, vehicle wheel chocks, etc. Employee safety orientation, education, teaching, first-aid training, cardiopulmonary resuscitation, etc. Noise and dust control, ear protection, respirators, hard-hats, safety shields, glasses, protective clothing, sanitary facilities, etc., Fire and explosion preventions, control, equipment (fire blankets, extinguishers, first aid hoses, etc.) and personnel escape alternatives. e. Traffic flow control patterns. Accident or injury reporting system (the Town shall received copies of al reports and immediate verbal notification). g. Employee health safeguards. h. Mechanic's lien safeguard against work interference. The Contractor shall comply with all local, state and Federal regulations, laws and Statutes, which apply to the work and to safety in particular. The Contractor shall comply with New York State Department of Labor current requirements. The Contractor shall be solely and completely responsible for operational safety during performance of the Agreement. The obligation exists twenty-four (24) hours a day, each and every day throughout the term of the Agreement. The Town of Southold shall not have any responsibility for means, methods, sequences of techniques selected by the Contractor for safety precautions and programs, or for any failure to comply with laws, rules, regulations, ordinances, codes or orders applicable to the Contractor furnishing and performing the services under the terms of the Agreement. 9.0 OPERATIONS AND PROCEDURES The Contractor will be required, prior to commencement of operations, to provide the following operational plans to the Town for review and acceptance. Revisions, modification's, and updates shall be forwarded to the Town throughout the term of the Agreement. Organization personnel and structure, showing the chain of command, names and telephone numbers and staffing requirements. 34 9.1 Operational plan - shifts, hours, etc. Safety, disaster, and emergency procedures. Transportation plan, including available transport equipment, vehicle fleet and reserve capabilities. Inclement Weather Plan - This shall describe the bidder's plan should inclement weather alter normal daily operations as described in the bidder's operations plan. The inclement weather plan shall include hauling operations and disposal operations. The bidder's means of assessing inclement weather conditions (weather and road conditions), method of reporting to the Town and the alternatives shall be described. Supporting Data In the event the Town requires any information in support of Town held licenses and permits at the Town, County, State and Federal level, the Contractor will be required to funaish all licenses, permits and inspection reports regarding equipment and disposal sites which may be required by Town, County, State or Federal law. In the event the Contractor requires any information in support of Contractor held licenses and permits at the Town, County, State and Federal level, the Town will cooperate in furnishing such information as it applies to the Southold Town operations. Operating (hauling and disposal) records shall be considered essential to the operation. The Contractor shall keep these data in an organized fashion that allows for easy retrieval and analysis. The Town, or its designee, may upon 24 hours notice inspect the contractor's records. Such records shall he kept, available by Contractor for a period of two (2) years after termination of this Agreement. In the event the Town requires additional .information for reporting purposes, the Contractor will supply same. The Town, or its designee, may call upon the Contractor at anytime for an oral review of any technical matter. The Contractor shall file and update the following information as specified herein. Items Haul Equipment (Schedule H) Haul Accident Report (Appendix C) Disposal Accident Reports Licenses, Permits and Inspection Reports Part 360 Permit All Bid Information Schedules Due as changes occur on occurrence on occurrence on occurrence as changes occur as changes occur 35 SECTION C CONTRACTOR BID FORM 36 SECTION C TOWN OF SOUTHOLD SOLID WASTE HAUL-DISPOSAL SERVICES CONTRACTOR BID FORM 1.0 INTENT The undersigned hereby recognizes that these documents are complementary and are intended to provide for uniformity in bid evaluations. The formal Agreements resulting from this Bid Solicitation shall be in a form provided by the Town. These documents are intended to depict complete Solid Waste Haul-Disposal Services Agreement and therefore any discrepancies contained in the documents, of the omission from the documents of express reference to any work which obviously was intended under the Agreement, shall not excuse or relieve the Bidder from furnishing the same. No oral statement shall in any manner or degree modify of otherwise affect the terms of the Agreement. Work or materials described in words which have a well known technical or trade meaning, shall be interpreted by such meaning. 2.0 GENERAL BID. STATEMENT TO: TOWN OF SOUTHOLD STATE OF NEW YORK 53095 MAIN ROAD SOUTHOLD, NEW YORK 11971 Gentlemen: The undersigned Bidder has carefully examined the forms and content of the Bid Solicitation, including notice to bidders, bid bond, sample operating agreement, performance bond, certificates of insurance, genera! conditions, bid specifications, and addenda, has familiarized itself with the sites of work, and hereby proposes to furnish all necessary services, permits, labor, materials, equipment, vehicles, and tools required to perform and complete the work in strict accordance with all of the bid documents written by or on behalf of the Town of Southold for this project. 37 The undersigned Bidder agrees to abide by all conditions stated, intended, or implied both particularly and generally by the terms of this Bid Solicitation, the Agreement to be provided by the Town, and the unit price Bid herein stated. 1. The Undersigned Bidder also agrees as follows: FIRST: If this bid is accepted, to execute the Agreement and furnish to the Town a satisfactory performance bond, and insurance all within ten (10) calendar days. SECOND: To begin Solid Waste Haul-Disposal services operations on the commencement date of any Agreement awarded hereunder, having completed all necessary prior preparations of operational planning, personnel hiring, equipment procurement, subcontractor contractual agreements, and ancillary facilities, etc.; to assure a smooth and orderly acceptance of these duties. THIRD: To pay the Town any and all damages it may incur as a result of the Contractor's failure to 'perform all acts necessary to the execution of the Agreement as provided in the Bid Solicitation. It is recognized and agreed that the Town has the unconditional fight to utilize the funds provided by the bid bond posted by the Bidder as a means of obtaining indemnification or, payment of such damages. FOURTH: as follows: During the performance of this Agreement, the Contractor hereby agrees The Contractor shall not discriminate against any employee or applicant for employment because of age, race, creed, color, sex, marital status, national origin, physical disability, and shall take affirmative action to ensure that they are afforded equal employment opportunities without discrimination because of age, race, creed, color, sex, marital status, national origin or physical disability. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination, rates of pay, or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The Contractor shall comply with the provisions of Sections 290 through 301 of the Executive Law, Shall furnish all information and reports deemed necessary by the State Commission for Human Rights under these nondiscrimination clauses and such sections of the Executive Law, and shall permit access to his books, records, and accounts by the State Commission for Human Rights, the Attorney General. and the Industrial Commissioner for purposes of investigation to ascertain compliance with these nondiscrimination clauses and such sections of the Executive Law and Civil Rights Law. This Agreement may be forthwith cancelled, terminated, or suspended, in whole or in part, by the Town upon the basis ora finding made by the State Commission 38 for Human Rights that the Contractor has not complied with these nondiscrimination clauses, and the Contractor may be declared ineligible for future Agreements made by or on behalf of the state or public authority or agency of the state, until he satisfies to the State Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these nondiscrimination clauses. Such findings shall be made by the State Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these nondiscrimination clauses and after verified complaint has been filed with the Commission, notice thereof has been given to the Contractor, and an opportunity has been afforded to him to be heard publicly before three members of the Commission. Such sanctions may be imposed and remedies invoked independently or in addition to sanctions and remedies otherwise provided by law. No laborer, workman or mechanic in the employ of the Contractor or subcontractor shall be permitted or required to work more than eight hours in any one calendar day, or more than five days in any one week except as otherwise provided in Labor Code Section 220. The Contractor shall include the provisions of clauses (a) through (e) in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within the State of New York. The Contractor will take such action in enforcing such provisions of such subcontract or purchase order as the Town may direct, including sanctions and remedies. FIFTH: By submission of this bid, the Bidder and each person signing on behalf of any Bidder certifies, and in case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury that to the best of his knowledge and belief: The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor. No attempt has been made nor will be made by the Bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. The undersigned also declares that it has or they have carefully examined the Bid Solicitation requirements and sample operating agreement and that it has or they have personally inspected the actual location of work, together with the local sources of 39 supply, has or have satisfied itself or themselves as to all the quantities and conditions, and waives all rights to claim any misunderstanding, omissions or errors regarding the same which such inspection and observation would have disclosed. The undersigned further understands and agrees that it is or they are to furnish and provide in return for the respective Evaluation Unit Bid Price, all the necessary materials, machinery, vehicles, implements, tools, labor services, and other items of whatever nature, and to do and perform all work necessary under the aforesaid conditions, to complete operations of the aforementioned Solid' Waste Haul-Disposal Services operations in accordance with the Bid Solicitation requirements, which requirements are a part of this response, and that it or they will accept in full compensation therefore, the compensation provided for in Section C-3. The undersigned submits herewith a bid guaranty within the form provided by the applicable bid documents in the amount of $100,000.00 for any option or combination thereof. In the event this proposal is accepted, and the undersigned fails, within ten (10) calendar days after date of receipt of Notice Of Award from the Town to execute and deliver an Agreement in the form provided by the Town or fails to execute and deliver evidence of proper insurance coverage and performance bond in the amounts required and in the prescribed form within ten (10) days after Notice of Award, the bid guaranty Shall be forfeited and be retained by the Town toward the satisfaction of liquidated damages and not as a penalty. Otherwise, the total amount of bid guaranty liquidated will be returned to the Bidder. The undersigned acknowledges the receipt of the following addenda, but it agrees that it is bound by all addenda whether or not listed herein and whether or not actually received, it being the Bidder's responsibility to receive and have knowledge of all addenda. ADDENDUM NUMBER AND DATES Number 1 - Dated: Number 2 - Dated: Number 3 - Dated: Number 4 - Dated: Number 5 - Dated: The Bidder has completed the Contract Bid Form and Unit Price Schedules in both words and numerals in accordance with these bid requirements. 40 3.0 3.1 UNIT PRICE BID SCHEDULE SOLID WASTE HAUL-DISPOSAL SERVICES SOUTHOLD TOWN, NEW YORK COMPENSATION The undersigned hereby submits the following price bid to furnish Solid Waste Haul- Disposal Services, to Southold Town, New York for the terms through HAUL-DISPOSAL SERVICES The Haul-Disposal Service applicable unit price per ton for agreement year is cents ($_ ). (C1) The Haul-Disposal Service applicable unit price per ton for agreement year is cents ($. ). (C2) ONE dollars and TWO dollars and The Haul-Disposal Service applicable unit price per ton for agreement OPTION year ONE is dollars and cents ($. ). (C3) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year TWO is dollars and cents ($ ). (C4) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year THREE is dollars and cents ($ ). (C5) 41 3.2 EVALUATION UNIT BID PRICE FORMULA Evaluation Unit Bid Price = (C1)10,000+(C2)10,000+.5(C3)10,000+.5(C4)10,000+.5(C5)10~000 35,000 tons Evaluation Unit Bid Price = $ The evaluation unit bid price formula is designed to evaluate the option years (i.e., years three through 5) at 1/2 the evaluate of each of the first two (2) years. Bidder: Firm-Corporation Address By: 4.0 Authorized Representative Date BID SECURITY ACKNOWLEDGEMENT I have attached the required bid security to this bid. 5.0 INFORMATION SCHEDULES I agree to furnish and include the following information schedules in addition to the information submitted with this proposal, as a part of this bid: Certification that the Bidder does not currently owe taxes, or other outstanding funds, or have pending or is currently involved in any litigation-involving the Town of Southold, State of New York (Schedule A, attached hereto). Location and address of the Bidder's main office and the main office of parent companies (if applicable) and Certified Statements of Ownership (Schedule B, attached hereto). Identification of Surety Company and its Agent. and written certification from the Surety verifying the bond specified herein will be provided (Schedule C, attached hereto). Identification of al! currently registered parent bidding subsidiary corporate officers, and their ad, dresses, and identification and certification of offices authorized to execute,an Agreement on behalf of the firm (Schedule D, attached hereto). ~ 42 H. I. J. M. Dated: Detailed financial statement for the Bidder, and if applicable, for parent companies (Schedule E, attached hereto). Statement of Bidder's Qualifications and related experiences (Schedule F, attached hereto). Major Subcontractors - (Schedule G, attached hereto). Equipment- (Schedule H, attached hereto). Maximum Specified Capacity- (Schedule I, attached hereto). Information on Bidder's Solid Waste Disposal Site(s) (Schedule J attached hereto). Form of Bid Bond (Schedule K, attached hereto). Performance Bond (Schedule L, attached hereto). Operation Plan (Schedule M, attached hereto). Name of Bidder: Address of Bidder: By: Signature Title Corporate Seal (If a Corporation) Incorporated under the laws of the State of Names and addresses of officers of the corporation: (President) Name Address (Secretary) Name Address 43 (Treasurer) Name Address (If an individual or partnership) Names and addresses of all principals or parmers 44 INFORMATION SCHEDULE A Town of Southold Bid Project Solid Waste Haul-Disposal Services This Bidder herein certifies that as a (Bidder's legal name) Bidder, it does not currently owe delinquent taxes or other outstanding Funds, of having pending or currently involved in any litigation involving the Town of Southold, State of New York. Name of Bidder: By: Date: (Authorized Signature) NOTE: (2) If blank not applicable, fill in with N/A If bidder owes the Town taxes or is involved in any litigation, a statement of explanation will be attached hereto. Tax/Litigation Certification BID (PROPOSAL) FORM Schedule 5.0.A Page 1 of 1 45 INFORMATION SCHEDULE B Town of Southold Bid Project Solid Waste Haul-Disposal Services The following is information on the undersigned Bidder's office locations: Bidder's Parent Bidder's Main Office Corporation Main Office Manager's Name (Contact) Firm's Legal Name Street Address (Box Numbers) City State Zip Manager's Name (Contact) Parent Firm's Legal Name Street Address (Box Numbers) City State Zip Telephone Number Telephone Number The Bidder herein certifies that the is partially/wholly owned subsidiary of This By Firm Parent Firm is owned Parent Firm or is a public/private stock corporation. Bidder Office Locations/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 1 of 2 46 INFORMATION SCHEDULE B - (Continued) Name of Bidder: By: Date: Note: (1) Any attachments or modifications to this form shall be labeled Schedule 5.0.B, and properly integrated into the Bid Form, (2) If blank not applicable, fill in with N/A. Bidder Office Location/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 2 of 2 47 This is identification that will be the Surety Company for INFORMATION SCHEDULE C Town of Southold Bid Project Solid Waste Haul-Disposal Services the Bidder, on this project and that the named Surety Company herein provides written certification that the named Surety Company will provide the Performance Bond, specified in the Contract Documents, in the event the Bidder enters into an agreement with the Town. The Surety Company herein certifies that such Company is licensed to do business in the State of New York. (L.S.) Principal (SEAL) Surety Company By: Surety Verification BID (PROPOSAL) FORM Schedule 5.0.C 48 INFORMATION SCHEDULE D Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that the below named individuals are the current registered corporate officers, along current permanent addresses, and designates their authority to execute an Agreement on behalf of the firm Officer's Name Subsidiary Corporate Title Address City State, Zip_ Officer's Name Parent Corporate Title Address City State, Zip Officer's Name Subsidiary Corporate Title Address City State, Zip. Officer's Name Parent Corporate Title Address City_ State, Zip Officer's Name Subsidiary Corporate Title Address City State, Zip Officer's Name Parent Corporate Title Address City State, Zip Current Corporate Officers BID (PROPOSAL) FORM Schedule 5.0.D Page 1 of 2 49 INFORMATION SCHEDULE D - (Continued) Officer's Name Subsidiary Corporate Title Address City State, Zip. Officer's Name Parent Corporate Title Address City State, Zip Corporate Seal Name of Bidder: By: Date: NOTE: If blank not applicable, fill in with N/A Current Corporate Officer BID (PROPOSAL) FORM Schedule 5.0.D Page 2 of 2 50 INFORMATION SCHEDULE E Town of Southold Bid Project Solid Waste Haul-Disposal Services STATEMENT OF BIDDER'S FINANCIAL CONDITION This Bidder agrees to provide for any subsidiary and parent firm, and hereto attaches a current or the most recent audited financial Statement(s) including as a minimum the firms opinions, notes, revenue/expense statements, conditions of cash, etc. The attached statement provided includes: Accounting Firm Name Address Financial Period Statement Date To The bidder certifies that he currently has an available line of credit in the amount of $ . A supporting documentary evidence attached to this form is supplied by: Nalne Address Date The undersigned Bidder certifies to the validity of statement and agrees to furnish any other information upon request that may be required by the Town of Southold, New York. Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 1 of 2 51 INFORMATION SCHEDULE E - (continued) The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by Town of Southold, New York in verification of the firms financial condition. Dated at This day of ,20 __ State of New York, County of Name of Bidder Title being duly sworn deposes and saws that he is of Title Name of Organization and that the answers to the foregoing questions and all statement therein contained are true and correct. Sworn to me this day of ,20 My Commission expires: Notary Public NOTE: (1) (2) (Bidder may submit additional information desired as Schedule E attachments.) If blank not applicable, fill in with N/A Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 2 of 2 52 INFORMATION SCHEDULE F Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that it is qualified to perform the work covered by this proposal, and that it is not acting as a broker on the behalf of others. To substantiate these qualifications, the Bidder offers the following related information and references in order that the Town may evaluate the Bidder's qualifications and experience. 1. Bidder's Legal Name: 2. Business Address: 4. 5. 6. 7. 8. 9. Street City State incorporated: New York State; Business License No.: No. Years in contracting business under above name: Has firm ever defaulted on a contract? Yes Gross Value - work under current contract: $ Number of Current Contracts: Brief description general work performed by firm: State Year incorp.: Zip No years. 10. Has Firm ever failed to complete work awarded? Yes If yes, attach supporting statement as to circumstances. Qualifications Summary BID (PROPOSAL) FORM No Schedule 5.0.F Page 1 of 3 53 INFORMATION SCHEDULE F - (continued) 11. Related Experience Reference (within previous 5 years) 11.1 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: 11.2 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 2 of 3 54 11.3 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: 12. Principal Firm Members' Background/Experience (3 members minimum). Attach current resumes as Schedule 5.0.F supplement or give concise description by individual. Name of Bidder: By: Date: (Authorized Signature) NOTE: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.F, and shall be properly integrated into this Bid Form. If blank not applicable, fill in with N/A. Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 3 of 3 55 INFORMATION SCHDULE G Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it proposes, if awarded an Agreement to use the following haul sub-contractors on this project. 2. 3. 4. 5. 6. 7. 8. 9. 10. Sub-Contractor/ Contract Trade/ Individual Address Phone # Specialties NOTE: Name of Bidder: By: (Authorized Signature) If blank not applicable, fill in with N/A Date: Subcontractors BID (PROPOSAL) FORM Schedule 5.0.G 56 IFORMATION SCHEDULE H Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder states that it owns the following pieces of equipment that are available for use on the project, if awarded the agreement. Proposed Current Equipment Item Project Use Equipment Location NOTE: Name of Bidder: By:. Date: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.H and shall be properly integrated into the Bid Form. If blank not applicable, fill in with N/A Construction Equipment BID (PROPOSAL) FORM Schedule 5.0.H 57 INFORMATION SCHEDULE I Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it will be prepared to dispose of up to the following Maximum Specified Yearly Capacities in tons of Town of Southold solid waste if awarded an agreement Contract Year Maximum Tons per Contract Year Name of Bidder: By: Date: Maximum Specified Capacity BID (PROPOSAL) FORM Schedule 5.0.I 58 INFORMATION SCHEDULE J Town of Southold Bid Project Solid Waste Haul-Disposal Services NOTE: IF A BIDDER INTENDS TO UTILIZE MORE THAN ONE SOLID WASTE DISPOSAL SITE, AN INFORMATION SCHEDULE J MUST BE COMPLETED FOR EACH DISPOSAL SITE. The following is information on the undersigned Bidder's Solid Waste Disposal Site: I. GENERAL A. Disposal Site Location Name: Address: Phone: Disposal Site mailing address (if different than I) Address: II. CURRENT OPERATIONS A. Operations Permit 1. Permittee: 2. No.: 3. State: 4. Date of Issue: 5. Date of Expiration: 6. Copy Enclosed: Yes: No: Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 1 of 7 59 INFORMATION SCHEDULE J - (continued) Hours of Operations 1. What are the PERMITTED operating hours? DAY A.M. Monday to Tuesday to Wednesday to Thursday to Friday to Saturday to Sunday to 2. Are there any PERMITTED closure periods stipulated? What are the ACTUAL operating hours? DAY A.M. Monday to Tuesday to Wednesday to Thursday to Friday to Saturday to Sunday to Pomo What holiday or other period is the Disposal Site typically closed? DAY YES New Year's to Memorial to Independence to Labor to Thanksgiving to Christmas to Other (specify) to NO Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 2 of 7 60 INFORMATION SCHEDULE J - (continued) 4. Will the ACTUAL operating hours be extended up to the PERMITTED operating hours in Question II.B.1 in order to accommodate Town of Southold solid waste? Yes No 6. Are there any local agreements, ordinances, etc. which would prohibit extending the ACTUAL operating hours in Question II.B.3 up to the PERMITTED operating hours in Question II.B. 1 ? Yes No What is the PERMITTED annual capacity in tons? 20 20 20 20 20 At the PERMITTED levels in Question II.C., what is the projected useful life in years? What is the annual RECEIVING6 level today? At the RECEIVING levels in Question II.E, what is the projected useful life in Years? Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 3 of 7 61 INFORMATION SCHEDULE J - (continued) How much of the RECEIVING level in Question II.E is committed to under contract in tons? 20 20 20 20 20 Does the Disposal Site have special waste restrictions? Gate Yes No Fee ($) 1. Construction/Demolition 2. Asbestos 3. Wastewater Treatment Sludge 4. Hazardous Waste Are there any existing agreements with local municipalities which prohibit: Item Yes N_po 1. Routing to site 2. Weight limits between state coeds and site 3. Number of vehicles 4. Vehicle size 5. Solid waste importation outside jurisdictional area 6. Host Community Benefits Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 4 of 7 62 III. iNFORMATION SCHEDULE J - (Continued) EXPANSION PLANS A. Application Permit 2. 3. 4. 5. 6. Permitee: No.: State: Date of Submission: Copy Enclosed: Submission Status: Yes No Expansion of current site or new site Local Citizenry Reaction Regulatory agency d. Litigation Likelihood to succeed Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 5 of 7 63 INFORMATION SCHEDULE J - (Continued) If you are successful in Question III.A., what is the additional annual DESIGN capacity in tons (do not include figures from Question II.C.)? 20 20 20 20 20 At the annual DESIGN levels in Question III.B., what would be the projected useful life in years? Would you be willing to share with the Town of Southold engineering reports utilized for the preparation of the Operating Permits on Expansion Application? Yes No Bidder's Disposal Site(s) Engineer of Record Firm's Name Firm's Address Project Engineer Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 6 of 7 64 INFORMATION SCHEDULE J - (Continued) Are you willing to meet with the Town of Southold to discuss your short and long term disposal capabilities? Yes No The undersigned hereby certifies that services, material, equipment to be fumished as a result of this bid will be in accordance with Town of Southold specifications applying thereto unless exceptions are indicated above and an explanation attached. Bidding Company Address City State Zip By Signature (Please Print or Type) NAME AND TITLE Phone No. Date CORPORATE SEAL Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 7 of 7 65 INFORMATION SCHEDULE K FORM OF BID BOND KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, as Principal, and as Surety, are hereby held and firmly bound unto Owner in the sum of and truly be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns. Signed this day of ,20 as for the payment of which, will The condition of the above obligation is such that whereas the Principal has submitted to the Town of Southold a certain Bid, attached hereto and hereby made a part hereof to enter into a contract in writing, for the hauling and disposal of solid waste; NOW, THEREFORE, (a) If said Bid shall be rejected or in the alternate, (b) If said Bid shall be accepted, and the Principal shall execute and deliver an Agreement in the form off the Sample Operating Agreement attached hereto (properly completed in accordance with said Bid) and shall furnish certificates of insurance and a bond for this faithful performance of said Agreement, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the Agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid; and said Surety does hereby waive notice of any such extension. Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 1 of 3 66 IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seats, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. (L.S.) Principal Surety By: Address of Surety: SEAL (ACKNOWLEDGEMENT BY CONTRACTOR, IF A CORPORATION) STATE OF: COUNTY: ) SSN: On this day of ,20 __ before me personally came ~ to me known, who being duly sworn, did depose and say that he resides in ; that he is the of the corporation described in and which executed the foregoing instrument; that he knows the seal of corporation; that the seal affixed to the instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation; and that he signed his name thereto by like order. Notary Public Form of Bid Bond BID (PROPOSAL) FORM (ACKNOWLEDGMENT BY CONTRACTOR, IF A PARTNERSHIP) Schedule 5.0.K Page 2 of 3 67 STATE OF: ) COUNTY: ) SSN: On this day of ,20 before me personally came ~ to me known, and known to me to be a member of the finn of , and known to me to be an individual described in, and who executed the foregoing instrument in the finn name of ~ and he duly acknowledged to me that he executed the same for and in the behalf of said finn for the uses and purposes mentioned therein. Notary Public (ACKNOWLEDGEMENT BY INDIVIDUAL CONTRACTOR) STATE OF: ) COUNTY: ) SSN: On this day of ,20 __ before me personally came , to me know, and known to be the person described in and who executed the foregoing instrument and duly acknowledged that he executed the same. Notary Public Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 3 of 3 68 INFORMATION SCBEDULE L PERFORMANCE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the "principal") and (hereinafter called the "Surety") are held and firmly bound to the Town of Southold (hereinafter called the "Owner") in the full and just sum of dollars ($_ ) good and lawful money of the United States of America, for the payment of which sum of money, well and truly to be made and done, the Principal binds himself, his heirs, executors, administrators and assigns and the Surety binds itself, its successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement bearing date on the day of ~ 20 __, with the Owner for the Town of Southold Solid Waste Haul-Disposal Services, a copy of which Agreement is annexed to and hereby made part of this bond as though herein set forth in full. NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns, shall well and faithfully comply with and perform all the terms, covenants and conditions of said Agreement or his (their, its) part to be kept and performed and all modifications, amendments, additions and alterations thereto that may hereafter be made, according to the true intent and meaning of said Agreement, and shall fully indemnify and save harmless the Owner from all cost and damage which it may suffer by reason of failure so to do, and shall fully reimburse and repay the Owner for all outlay and expense which the Owner may incur in making good any such default, and shall protect the said Owner against, and pay any and all amounts, damages, costs and judgments which may or shall be recovered against said Owner or its officers or agents or which the said Owner may be called upon to pay to any person or corporation by reason of any damages arising or growing out of the doing of said work, or the repair of maintenance thereof, or the manner of doing the same, or the neglect of the said Principal, or his (their, its) agents or servants or the improper performance of the said work by the said Principal, or his (their, its) agents or servants, or the infringement of any patent or patent rights by reason of the use of any materials furnished or work done as aforesaid or otherwise, then this obligation shall be null and void, otherwise to remain in full force and effect; Performance Bond BID (PROPOSAL) FORM Schedule 5.0.L Page 1 of 2 69 PROVIDED HOWEVER, the Surety, for the value received, hereby stipulates and agrees, if requested to do so by the Owner, to fully perform and complete the work mentioned and described in said Agreement, pursuant to the terms, conditions, and covenants thereof, if for any cause the Principal fails or neglects to so fully perform and complete such work and the Surety further agrees to commence such work of completion within ten (10) calendar days after written notice thereof from the Owner and to complete such work within ten (10) calendar days from the expiration of the time allowed the Principal in the Agreement for the completion thereof; and further PROVIDED HOWEVER, the Surety, for value received, for itself, and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no may impaired or affected by an extension of time, modification, work to be performed thereunder, or by any payment thereunder before the time required herein, or by any waiver of any provisions thereof or by any assignment, subletting or other transfer of any work to be performed or any monies due or to become due thereunder; and said Surety does hereby waive notice of any and all of such extensions, modifications, omissions, additions, changes, payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation co assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by or in relation to said Principal. IN WITNESS WHEREOF, the Principal has hereunto sec his (their, its) hand and seal and the Surety has caused this instrument to be signed by its and its corporate seal to be hereunto affixed this day of ,20 (If Corporation add Seal and Attestation) By: Attest: Principal Surety Add Corporate Seal By: Attest: Address of Surety: Performance Bond BID (PORPOSAL) FORM Schedule 5.0.L Page 2 of 2 70 INFORMATION SCHEDULE M OPERATIONAL PLAN The Bidder hereby states that it proposes to implement the following operational plan to haul and dispose of Municipal Solid Waste (MSW) fi.om the Town of Southold Landfill if awarded an Agreement. I. Haul Summarize the manpower and equipment you will make available to perform under this Agreement. II. Disposal Summarize the identity and location of the primary and secondary sites you plan to use for disposal of the solid waste. Describe the arrangements between your company and the disposal site for use of the site. Describe any treatment the MSW will undergo during transport or upon arrival at the disposal site. Attach copies of the permits to construct and permits to operate the disposal site. Site No. 1 NAME LOCATION CONTACT PERSON AND PHONE NO. ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 1 of 2 71 Site No. 2 NAME LOCATION CONTACT PERSON AND PHONE NO. ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 2 of 2 72 APPENDIX A SAMPLE OPERATING AGREEMENT 73 THIS AGREEMENT, made on the day of ,20 _, by and between the Town of Southold, a municipal corporation of the State of New York having its Principal place of business at 53095 Main Road Southold, New York hereinafter called the "Town" and hereinafter called the "Contractor." WITNESSETH WHEREAS, Contractor has submitted to the Town a bid dated 20 , ("Bid") in response to the Town's Bid Solicitation for Solid Waste Hauling- Disposal Services dated ,20__, ("Solicitation"); and WHEREAS, the Town Board of the Town of Southold by resolution No. adopted on authorized the Town Supervisor to enter into an agreement with the Contractor to perform certain services in connection with the handling of solid waste, NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. DEFINITIONS - Terms defined in the Bid Solicitation shall have the same meaning as if defined herein. II. SCOPE OF SERVICES - The Contractor shall perform the services in accordance with the description of those services as set forth in the Solicitation. III. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to APPENDIX A-1 74 the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to may terminate the Agreement at any time after Year Two (i. e., after June 30, 2013) of the Agreement for the purpose of entering into an inter- municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. IV. PRICE SCHEDULE/COMPENSATION The unit bid price schedule for the services to be furnished by Contractor is found in Section C - 3.1, 3.2, Contractor's bid which is incorporated into this Agreement. V. PAYMENTS A. The Contractor shall receive monthly payments for services performed during the prior calendar month. The Contractor shall submit a request for payment on a Town approved voucher form along with Contractor's invoice which shall include a daily summary of tonnage hauled by Contractor to a Disposal Site and disposed by Contractor at a Disposal Site as applicable. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. The Town shall be entitled to deduct from any payment owning to Contractor any sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on account of claims filed or reasonably anticipated to be filed. VI. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: A. Contractor represents that the Town has made no commitment under this Agreement with respect to the volume solid waste to be handled by Contractor during the term of this Agreement. B. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances regulations applicable to ail of the services to be performed Contractor. APPENDIX A-2 75 C. Contractor represents that the information fumished by Contractor in the equipment schedules included in the bid is accurate and complete and Contractor acknowledges that Town has relied upon the accuracy and completeness of that information in the selection of Contractor as the lowest responsible bidder. D. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's) have the opportunity to participate as subcontractors under this Agreement. In the event the contractor subcontracts twenty-five percent (25%) or more of its work hereunder, Contractor shall submit to the Town an and a WBE Utilization Plan, prior to execution of this Agreement, D. In the event the Contractor's Disposal Site is unable to receive and dispose of the Town's waste for any reason (including failure to obtain or maintain necessary permits or licenses), Contractor shall be responsible for providing to the Town an alternate Disposal Site for the Town's use at no additional cost to the Town, and shall indemnify the Town against any additional hauling cost by the Town or its agent because of the location of the alternate Disposal Site. Under no circumstances shall a change in Disposal Site(s) or failure or inability to obtain or maintain necessary permits by the Contractor be considered a change in conditions. In the event the Contractor is unable to find an alternate Disposal Site(s), he shall be deemed to be in default of this Agreement and liable for damages, bond forfeitures and other expenses as provided in the Agreement. VII. INDEMNIFCATION INSURANCE/BONDS A. Contractor agrees to defend, indemnify and save harmless the Town of Southold against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of what ever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor carrying out or performing under the terms of this Agreement, or failure to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town directly or by its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of Contractor's employees or agents APPENDIX A-3 76 who may seek to hold the Town liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments, The Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all appeals which, in the opinion of the Town, may be necessary. B. Contractor shall procure and maintain the insurance described in Section A of the Solicitation for a period commencing on the date of this Agreement and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town as an additional insured and shall provide that the coverage shall not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized, to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage necessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. C. Contractor shall, for the period of the performance of services hereunder, maintain a Performance Bond in the amount of one million ($1,000,000.00) dollars wherein named obligee is Town of Southold. The Bond shall be in a form acceptable to the Town Attorney and issued by a surety licensed to do business in New York as a surety. VIII. FORCE MAJEURE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town, the Contractor, the Disposal Site or any of the Town's or the Contractor's respective subcontractors or suppliers, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder (except for payment obligations), and if such act, event or condition is APPENDIX A-4 77 beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance; provided, however, that the contesting in good faith or the failure in good faith to contest such action or in action shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God (but not including reasonable anticipated weather conditions for the geographic area of the Town or Disposal Site) hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; (2) the failure of any appropriate federal, state, county, town or local public agency or private utility having Jurisdiction in the areas in which the Transfer Station or Disposal Site is located to provide and maintain utilities, services, water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Disposal Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the transfer Station or Disposal Site; and (4) the presence of hazardous waste upon, beneath or migrating from the Transfer Station. It is specifically understood that none of the following acts or conditions shall constitute uncontrollable circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuations; (b) the financial condition of the Town, the Contractor, any of its affiliates or any sub-contractor; (c) union work rules, requirements or demands which have the effect of increasing the number of employees employed otherwise increase the cost to the Contractor of operating its haul operation or the Disposal Site (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or APPENDIX A-5 78 circumstances occurring outside of the United States, or (g) any change in law or in the permit conditions or status of the Transfer Station Disposal Site or alternate Disposal Site. IX. SUBONTRACTS Contractor shall not enter into any subcontracts in connection with the services to be performed by Contractor hereunder without the prior written approval by the town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to furnish any insurance or bonds for the benefit of Contractor, the Town shall also be named as an additional insured or obliges. X. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Law relating to the payment of prevailing wage rates to the extent applicable, or the applicable State Law in the state of disposal. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs be borne exclusively by Contractor. XI. FORCED ACCOUNTING In the event the Town directs the Contractor, by written authorization signed either by the Town Supervisor or Town's Solid Waste Coordinator, to perform additional services beyond the scope of those described in this Agreement, the Contractor shall be compensated for such additional services on the following basis: TOTAL COMPENSATION FOR ADDITIONAL SERVICES = DIRECT LABOR COST + DIRECT MATERIAL COST + OVERHEADO + PROFIT For the purposes of this Section: APPENDIX A-6 79 A. DIRECT LABOR COST shall include hourly wages, including overtime premiums actually paid plus the following fringe benefits-associated with those wages - group medical, group life insurance, pensions, FICA, uniforms, safety equipment or special tools. These fringe benefits shall be separately identified and shall not duplicate fringe benefits paid in connection with work performed within the scope off the Agreement. B. DIRECT MATERIAL COST shall be those costs actually paid by Contractor for materials utilized by Contractor in performance of the additional services. The costs for such materials shall not include sales tax for any materials which constitute personal property incorporated into the structures, buildings, or real property of the Town since such personal property is exempt from taxation York State Tax Law, under Section 1115 of the New York State Tax Law. C. OVERHEAD shall be 10% of the total of the Direct Labor Costs and the Direct Material Costs, D. PROFITS shall be 5% of the total of the Direct Labor Costs, the Direct Material Costs and the Overhead. XII. CONTRACTOR'S OPERATIONS AND PROCEDURES REPORTS Contractor will provide the operating plan and supporting data listed in Sections A and B of the Solicitation to the Town for review and acceptance. Contractor will update the plan as necessary and furnish copies of those updates to the Town. XIII. DEFAULT In the event the Contractor fails co' perform its obligations under the Agreement, the Town may terminate the Agreement, procure the services from other sources and hold the Contractor responsible for any costs incurred. This Town also may deduct such costs from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. XIV. SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit status of its Disposal Site. In the event that Contractor submits a APPENDIX A-7 80 Bid for a Disposal Site for which Contractor does not currently have all necessary federal and state permits, or which at~er the acceptance of the Bid loses its permitted status, Contractor shall, at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. The parties agree that this is a full service Agreement and failure of the Contractor to provide the identified Disposal Sits or acceptable alternative Disposal Site, on or a~er the commencement date shall constitute a breach of this Agreement. The Contractor accordingly shall not be excused from its obligations hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. XV. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extant of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XVI. DISPUTES/ARBITRATION Any disputes between the parties to this Agreement may be referred to arbitration by mutual agreement of the parties. Absent such an agreement, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County, New York. In the event the parties agree to arbitrate a dispute, such arbitration shall be conducted in accordance with the rules of the American-Arbitration Association. In no event shall any demand for arbitration be made atter the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. An award rendered by arbitrators following any such arbitration shall be final and Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. XVII. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. APPENDIX A-8 81 C. This Agreement, including all Exhibits and documents referred to herein, along with the Specifications, Solicitation and the Bid, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the Services to be performed hereunder. This Agreement may be modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties, the priority among those documents shall be: 2. 3. 4. This Agreement; Exhibits hereto; The Solicitation including Appendices; Contractor's Bid. E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or s receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor, the Town may terminate this Agreement. F. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither held themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including, but not limited to, Worker's Compensation, Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there to be no discrimination against any employee who is employee in the work, or against any APPENDIX A-9 82 applicant for such employment, because of race, religion, color, sex, age, marital status, handicap or national origin in any manner prohibited by the laws of the United States or of the State of New York. These requirements shall include, but not be limited to, the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. XVIII. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: With a copy to: Supervisor of the Town of Southold P.O. Box 1179 Southold, New York 11971 Solid Waste Coordinator, Town of Southold P.O. Box 962 Cutchogue, NY 11935 If to the Contractor: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. TOWN OF SOUTHOLD By: Scott A. Russell, Supervisor By: APPENDIX A- 10 83 APPENDIX B NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION PERMIT 84 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION Bui!dln~ 40 - SUNY, ~ony Brook, New York 11790-2~$6 Phone (516) ~.~.~ 037~ Fax ($16) ~.~.~. ~231 .lolm P. Cahlll Jim Bunchuk Solid Waste Coordinator -Town of Southold PO Box 962 Cutchogue, New York 11935. Dear Mr. Bunchuk: Enclosed is a validated copy of your registration form submitted to the New York State Department of Environmental Conservation pursuant to 6 NYCRR Part 360, to register the existing municipal solid waste transfer operation. This letter only acknowledges receipt of your registration form and does not, in any way, verifies that the information provided on the form is true or correct. In addition, you are responsible for obtaining any other permits and approvals that may be required; and for complying with all other applicable State and Federal laws, rules, regulations and all other applicable local ordinances including, but not limited to, zoning ordinances, building codes, Fire Marshal codes, etc. This registered activity shall in no way conflict with any mined land reclamation permit and approved reclamation plan. You are reminded that 6 NYCRR Part 360 contains various requirements that must be followed to warrant your facility's continued status as a registered facility. This information was provided in the registration package. If you have any questions regarding this matter or need an additional copy of the registration requirements, please contact me at the above telephone number. Regio an r Solid and Hazardous Materials Engineer AJC:ek enc. - NED YoRKSTATEDEPARTRENT-OF ENVIRONNENTAL CONSERVATION , DIVISION OF SOLID ~ASTE DNPARTNENT USE O#LY _ ,SOLID ASTE HA AaEMENT FACILITY · , ,Rlease Peadandfot[ow ail instructions before completing DEC ADRIN~STRATIOf~ # ToYn Of Sou[hold county Road 49 Southold ~o~nold SuE fc;i~ New York ]. 19l~ TeLephone Number TeLephone Number ( 516 ) 765-~Q0 Same Same TeLephone NLr~ber Telephone Number ) 5. TYPE OF FACILITY REGISTRATION (check aLI applicable boxes) UEnergy Recovery Incinerators or Pyrolysis Units r~seurce Separated, Nonpatrescible Solid Waste RecyctabLes []60-].1(c)] Haedting and Recovery Facilities [~60-12.1(d)] []60-5.](b)] []60-1].1(d)(1)(ii)] I I Lend Clearing Debris Landfills three acres or [ess UTtre Dealers Selling Waste Tires []60-7.Z(a)] r'~Tire Hanufacturing Facilities []60-1].l(d)(1)(fv)] ~]Transfer Stations (municipally owned/operated/contracted) receiving Less than 50,000 cubic yards or 12,500 tons of ~Processing FaciLities Recelvin~ Only RecognizabLe household solid waste annually []60-11.1(b)(1)] Uncontaminated Cor~rete, AsphaLt Pavement, Brick, Sail or Rock []60-16.1(d)(1)(i)] Stations (muelicipatty owned/operated/contracted) [~Other FaciLities not s~ecffica[Ly described above, Specify Type a. List wastes and/or materials to be s¢cepted.j~[~.~L 7: O0 am - 5: O0 p~ 7 days per ~unicipal Solid Waste week design capacity ~,DUU 'lO~.~ TO,r1 of Sea,hold storage on site 0 Villa~ of ~ree~por% Printed/Typed Name Jean W. Cochran 9. CERTIFICATION: I hereby affirm under Penalty of perjury that information proV~ed on this form and attached statements and exhibits was prepared by me or under my supervision and direction and is t~rUe to the best of my knowledge and belief, end that I have the authority as Su~oervlsor (title) of Town of Southold (Entity) to sign this registration form p~rsuant to 6 NYCRR Part ~60. By signing this registration form, I affirm that I have read the appLicabLe regulations and wilt abide by all conditions of the registration requirement!~. I em aware that eny false statement made herein ia punishable as a Class A misdemeanor pursuant to Section 210./.5 of the Penal Law. REGISTRAt~¢;S VAL.HDATED ~'OPg':TC0pY #;3 APPENDIX C Town of Southold Accident Report 87 TOWN ::OF:' S0uTH0~D _' InCident Report Datn & Time of Incident .... Type of Incident/Accident: Tdp & Fall or Bodily Injury __.Vehicle .,, Damage to PropertY Other Location of Incident/Accident Description of Incident/Accident Oe~¢ription of Injudes Injured'a Name & Address & Date of Birth Medical Care Given? What care was given? , · Bywhom? Anyone taken to hospital? Witness Name & Address,, Hospital Name REMARKS: Reported by (Signature) Date & Time Reported to Department Head Signature of Dept. Head: Date & Time .Date & Time 8/00 Edition TOWN OF $OUTHOLD LEGALNOTICE NOTICE TO BIDDERS NOTICE IS HEREBY GIVEN, in accordance with the provisions of Section 103 of the General Municipal Law, that the Town of Southold will receive sealed bids for solid waste haul-disposal services until the time and at the location herein specified which, will then be opened and publicly read aloud; PLACE: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold New York 11971 (631) 765-1800 DATE: Thursday, June 2, 2011 TIME: 10:00 A. M. (LATE BIDS WILL NOT BE OPENED) The offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equipment and labor for hauling solid waste and disposing solid waste at the Contractor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years (see Section 18.0, p. 21 of the specifications). Notwithstanding contractual or other legal reasons for terminating this Agreement, this Agreement will be guaranteed for a two (2) year term, through June 30, 2013. Bids must be made in writing on the forms furnished and shall be accompanied by a Bid Guaranty in the Form of certified check, money order, bank draft or standard form letter of credit made payable to Town of Southold, or bid bond, in the sum of one hundred thousand dollars ($100,000.00) wherein the named obligee shall be the Town of Southold. The successful Bidder shall be required to furnish a performance Bond and insurance in accordance with the instructions in the Bid Solicitation. The bid price shall not include any tax, Federal, state, or local, from which the Town of Southold is exempt. A Bidder may not withdraw his bid within forty-five (45) days after the opening of the bids, but may withdraw his Bid at any time prior to the scheduled time for the opening of bids. The Town reserves the right to reject any or all bids and to waive informalities, should this action be in the best interest of the Town of Southold. Bid Solicitation may be examined free of charge and at the following location on weekdays from 8:00 A.M. to 4:00 P.M.: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Upon payment of non-refundable fifty dollar ($50.00) Bid Solicitation may be picked up at: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Bidders should contact Southold Town Solid Waste Coordinator James Bunchuck at the Southold Town Transfer Station (631-734-7685) with any questions regarding this Bid Solicitation or Town Of Southold waste program and haul-disposal operations. In addition, bidders may visit the Transfer Station at any time during the normal business hours of 7:00 am to 5:00 pm, 7 days per week, except holidays. The Transfer Station address is I Zack's Lane, Cutchogue, NY 11935, BUT IS ACCESSED FROM COX LANE, OFF COUNTY RT. #48, in Cutchogue. For specific further information regarding bidding requirements, contact Southold Town Clerk Elizabeth A. Neville (631) 765-1800. For information regarding the bid specifications contact Southold Town Transfer Station (631) 734-7685. All bids must be signed and sealed in envelopes plainly marked "Bid On Solid Waste Haul-Disposal Services 2011", and submitted to the Office of the Town Clerk, 53095 Main Road, P O Box 1179, Southold, NY 11971. The bid price shall not include any tax, federal, state, or local, from which the Town of Southold is exempt. Dated: May 10, 2011 ELIZABETH A. NEVILLE SOUTHOLD TOWN CLERK PLEASE PUBLISH ON May 19, 2011, AND FORWARD ONE (1) AFFIDAVIT OF PUBLICATION TO ELIZABETH NEVILLE, TOWN CLERK, TOWN HALL, PO BOX 1179, SOUTHOLD, NY 11971. Copies to the following: The Suffolk Times Town Board Members Town Attomey Accounting James Bunchuck, SWD Bidding Services Town Clerk's Bulletin Board STATE OF NEW YORK) SS: COUNTY OF SUFFOLK) ELIZABETH A. NEVILLE, Town Clerk of the Town of Southold, New York being dulyswom, says that on the /Tr/_ dayof/7?f~/ ,2011, she affixed a notice of which the annexed printed notice is a tree copy, in a proper and substantial manner, in a most public place in the Town of Southold, Suffolk County, New York, to wit: Town Clerk's Bulletin Board, 53095 Main Road, Southold, New York. Re: Solid Waste Haul Sworn before me this Iq day of wrl~ ,2011. lqbtary Public LYNDA M ~ NOTARY PUBLIC, State of New¥orl( NO, 01 ~6020932, Suffolk Coun~ Term Expires Mach 8, 20~ RESOLUTION 2011-370 ADOPTED DOC ID: 6858 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-370 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 10, 2011: WHEREAS the Town's current MSW Haul and Dispose contract with Trinity Transportation expires on June 30, 2011 it is therefore RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs the Town Clerk to advertise for bids for the Haul and Disposal of municipal solid waste (MSW) from the Cutchogue Transfer Station starting July 1~ 2011. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Christopher Talbot, Councilman SECONDER: William Ruland, Councilman AYES: Ruland, Orlando, Talbot, Kmpski Jr., Evans ABSENT: Scott Russell Recycling for a Healthier Long Island 1198 Prospect Avenue Westbury, NY 11590 Phone: (516) 937-0900 Fax: (516) 334-3205 WINTERS BROS. RECYCLING CORP. COMPANY OVERVIEW Established in 1998, Winters Bros. Waste Systems, Inc. ("Winters Bros." or the "Company") is the leading integrated provider of non-hazardous solid waste management services including collection, transfer and recycling throughout Nassau and Suffolk counties on Long island, New York. The Winters family, which represents the Company's principal operators, has been active in the waste service industry in Long Island and Vermont since the 1950's with an impeccable reputation throughout its served markets. Winters work force currently consists of a total of over 400 people. This includes a staff of 75 managers and office personnel, as well as over 325 drivers, helpers, mechanics and equipment operators. Through its collection operations and transfer stations, the Company currently services more than 20,000 municipal solid waste ("MSW") customers (i.e., commercial, industrial and residential) as well as thousands of construction and demolition ("C&D") customers. Winters' hauling operations are supported with a modem fleet of 147 collection vehicles. Once waste has been collected, approximately 95% is internalized and taken to one of the Company's transfer stations for consolidation and processing in order to screen for recyclable materials and minimize disposal volumes. Winters' transfer stations service between 3,000-4,000 tons of MSW per day and 1,000- 1,500 tons of C&D per day. Transfer stations in New York are subject to stringent local and state compliance / permitting. From these transfer stations, waste is directed to one of the limited disposal sites on Long Island, or, more commonly, hauled to one of several privately owned landfill sites in Virginia, Ohio and Pennsylvania via independent truckers. a division of lES~ Corp. "' [ Recydingfor a Healthier Long Island 1198 Prospect Avenue Westbury, NY 11590 Phone: (516) 937-0900 Fax: (516) 334~3205 WINTERS BROS. RECYCLING CORP. KEY PERSONNEL Joe Winters: Joe Winters literally grew up in the waste business; starting under the tutelage of his father, who founded, owned and operated a Long Island waste company beginning in the 1950s. In 1993, Joe Winters, with the support of his brothers, orchestrated the acquisition of Allcycle, a Vermont hauling company. At the time of the acquisition, Allcycle generated $3 million in revenues with approximately $250,000 in operating losses. Joe Winters and his brothers grew that business to $11 million in three years through a successful combination of acquisitions and organic growth. In 1998, Joe Winters and his brothers sold Allcycle to Casella Waste Systems, Inc. for $23 million. He oversees all Company functions and is highly active in all commercial matters including sales and marketing. Joe Winters is held in very high regard by the industry, the marketplace as well as state and local regulators. He has extensive experience in all aspects of waste management and has successfully identified, negotiated and closed on over 25 acquisitions during his illustrious 23 year waste career. Sean Winters: Sean Winters entered the waste business in his pre-teen years when he worked at his father's company. Upon receiving his driver's license at the age of 16, he began his waste industry education in route management. Today, Sean Winters oversees all aspects of transfer station functions and because this is a recent transition, he is still involved in managing haulage dispatch operations (as the company installs a more sophisticated dispatch system). He leads the planning, construction and related system development of the Excel transfer station project. Sean Winters maintains close relationships with the union 'rank and file' and remains active in all aspects of labor relations including the hiring of hourly personnel. He is highly respected by all employees with his lead by example work ethic and is always 'the first to show and last to go' for each work day. Sean Winters plays an active role in all strategic decisions including acquisition candidate selection and post closing acquisition integration. Kevin Nolan, Operations: Kevin Nolan began his career in the waste business as a teenager. Learning the business from the bottom up under his father's tutelage, Kevin has become a seasoned executive with multiple years of experience in both privately owned and publicly owned waste businesses. Twelve of Kevin's twenty six years of experience were spent at ReSource NE, a privately owned family business that at the time of sale to Waste Management in 1996 was generating $120 million in annual revenue. Kevin served as dae hauling division General Manager at the time of sale. Kevin has held numerous senior management positions with several publicly traded companies over his career including Waste Management, USA Waste Services and Eastern Environmental Services. Kevin has also played significant roles related to acquisitions at all of these companies from sourcing to integration. He is currently the District Manager of Winters Bros. and he oversees all aspects of operations for the Company. a division of lES~ Corp. Page 1 of 1 Mark Troiano From: Sent: To: Cc: Stephen Soucy Friday, November 09, 2007 8:24 AM Mark Troiano Eric Kovach Subject: Bank Contact Mark: Below is the contact information for any bids that require Bank Contact information. Steve John G. Cid Bank of America Officer, Treasury Service Advisor Global Treasury Services 50 Morrissey Blvd. - MA5-527-oz-z6 Dorchester, MA o2m5 800 654-8503 ext. 5903 6~7 235-2516 (fax) John. G.Cid@bankofamerica.com Stephen R. Soucy Winters Bro& Waste Systems, Inc. 1198 Prospect Avenue Westbury, NY 11590 (516) 937-0900 Office (631) 946-2574 Mobile (516) 334-3271 Fax This electxonic mail message is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosures under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and permanently delete the original and any copy of this e-mail and any printout. Thank you. ~00-16~006 NORTH NU~K ~NK November 16, 2006 To Whom Mt May Concern: Re: Winker Bros. Recycling Corp. · 107 Mahan Street West Babylon, New York 11704-1303 Please be advised that this office of North Fork Bank has maintained the commercial checking accounts of the above subject since June, 1999A Balances in the accounts aggregate to medium six figures with all of the various checking accounts maintained in a satisfactory meaner. We presently do not have any lines/loans outstanding to the subject. Based on the above, I would recommend favorable consideration be granted the subject at this time. Should a~y additional information be needed, please do not hesitate to contact the writer. ~ely,A Rol .t A.: P±zza~._ ~ Mg tVP -#71 cc: ~le 1572 New York AvenUe, Huntington Station, NY 11746 (631) 427-2500 Winters Bros Hauling Operations ntmct Roll Off Route Supervisor Rcute Closer Roll Off Drivers 3 Employees Employee Dispatcher I Employee Roll Off Ddvers 9 Emptoyees Customer Service Representstive Rear Load Drivers 6 Ddvers Roll Off Drivers 3 Employees Mechanic 2 Employee IRetriever & Swing Crtvers 3 Employeea Winters Bros. ~aste systems, inc. 1198 Prospect Avenue Westbury, NY 11590 Phone: (516) 937-0900 Fax: (516) 334-3205 Winters Bros. Recycling Corp. Ownership Structure Winters Bros. Recycling Corp., a New York State corporation, is 100% owned by Winters Bros. Waste Systems, Inc., a Delaware corporation. Winters Bros. Waste Systems, Inc., a Delaware corporation, is 100% owned by IESI Corp., a Delaware corporation. a division of ~ESI Corp. Winters Bros. ma~w ~y~tems, inc. IVinte~ Br~. Recycling Corp. l./s! of Dir¢ctor~ O~cer's Name: Address: Date of Birth: Title: Officer's Name: Address: Date of Birth: Tide: Officer's Name: Address: Date of Birth: Title: Charles E Flood 6125 Mesa R~dge. [:.rt \'~)~rh. 'I.~ -61 ~- 02/20/46 Prcfiden~ & Chief Execunve t ~fficer Thomas J Fowler 1303 Bnar lhdge Drive, Keller. TX "6248 01/23.,'51 Vice President RecycBngfor a Healthier Long Island ~ 198 Prospect Avert ue Westbury, N,TM 11590 Phone: (516) 937-0900 Fax: (516) 334-3205 Winters Bros. Recycling Corp. Name of Principal Owners and Officers Officer's Name: Title: Officer's Name: Title: Officer's Name: Title: Officer's Name: Title: Officer's Name: Title: Officer's Name: Title: Officer's Name: Title: Edward L. Apuzzi Vice President Stephen T. Moody Vice President Thomas J. Cowee Vice President & Chief Financial Officer Thomas L. Brown Vice President & Chief Operating Officer Charles F. Flood President &Chief Executive Officer Thomas J. Fowler Vice President & Secretary Gordon D. Peckham Vice President a division of/ESI Corp. m,ssl'e ~. ste~. inc. Winters Bros. Recyc§ng Corp. List of Officers Officer's Name: Address: Dam of Birth: Tide: Offmer's Name: Addeess: Dnte of Birth: Tide: Officer'B Name: Pa:ldress: Date of Birth: Tide: Officer's Name: Address: Date of Birth: Title: Officer's Name: Address: Dat~ of Birth: Tide: Officer's Name: Address: Date of Birth: Tide: Officer's Name: Address: Date of Birth: Tide: l~dw~rd I. 1- H.ur'ue~t Dnvr. Plalt'~sb,m>. x.I Vice Ptes~dcm Stephen 'Il .Muodv 4453 Ahamcsa Blvd. Fort \Xbrth.'IX ~61 gl t)3 18 bO Vice President The,mas J. Cmvee b304 Reg~mem Place, Colle)xflle, 'EX '6034 12' 29:56 Vice President & Chef Financial Officer 3.q~nmas L. Brown 505 Glen,~nck Court. Trophy Club. TX '6262 O6 28 53 Vice President & Chef Operanng Officer Vharles E Flood t~ 325 Mesa Pddge. F~rr \t;Brrh. 'IX -613- ,~2; 20; ;46 President & C~ef Executive Officer Thomas J. Fo,.vler 1303 Briar Ridge Drive. Keller, TX -624-8 X-ice President Gordon D Peckh~m 6115 E. 5. Iasters Dm'e, g l 91 I, F~,rr \X'orrh, '1~ -613-- 12 25 45 Recydingfor a Healthier Long Island 1198 Prospect ,Avenue Westbury, NY 11590 Phone: (516) 937-0900 Fax: (516) 334-3205 Winters Bros. Recycling Corp. Location: Headquarters: 1198 Prospect Avenue, Westbury, NY 11590 Local Nassau: Local Western Suffolk: Local Eastern Suffolk: 1198 Prospect Avenue, Westbury, NY 11590 151 Peconic Avenue, Medford, NY 11763 211 Springs Fireplace Road, E. Hampton, NY 11937 Contact Information: Name: Phone Number: Fax Number: Cell Number: E-Mail: Mark Troiano, Director ofSales 516-301-3640 516-333-9338 516-805-6657 mark.troiano~wintersbros.com W nters Recycling for a Healthier Long Island Westb~rq,-N Y Phone: (516) 937-0900 Fax: (516) 334-3205 WINTERS BROS. RECYCLING CORP. REFERENCES City of Glen Cove Mike Solentino Department of Public Works 500 T?D Solid Waste 516-369-5069 >$500,000.00/Year Town of Babylon Ronald Kluesener, Chief of Staff Commercial Waste Collection and Recycling Service Management 631-957-3074 >$4,000,000.00/Year Town of Oyster Bay Commissioner James M. Byrne, P.E. Department of Public Works 1,000 TPD Solid Waste 516-677-5706 >$5,000,000.00/Year Town of Islip Chris Andrade, Commissioner Islip Resource Recovery Agency 350 TPD Solid Waste 631-224-5644 >$100,000.00/Year Town of North Hempstead Igor Sikiric Solid Waste Management Authority 1,000 TPD Solid Waste 516-767-4836 >$5,000,000.00/Year SCHEDULE I THE BIDDER SUBMITTING THIS BID WARRANTS THAT THE BIDDER HAS BEEN IN CONTINUOUS EXISTENCE FOR THE PAST FIVE (5) YEARS OR MORE OPERATIONAL EXPERIENCE OF BIDDER MUNICIPALITY PERIOD FROM/TO RESPONSIBLE CONTACT NAME AND TELEPHONE 12. 224761.3 29 Client~: 18927 101ESICOR ACORD. CERTIFICATE OF LIABILITY INSURANCE 4/14/2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION HUB SW Albuquerque CL ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 7770 Jefferson Street NE, 101 ALTER THE COVERAGE AFFORDED BY THE POECIES BELOW. P.O. Box 90756 Albuquerque, NM 87199-0756 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA: Greenwich Insurance Company 22322 Winters Bros Recycling Coq) ~NSURERB: Endurance Specialty Insurance Ltd 10641 1198 Prospect Ave ~.SU~RC: Liberty Insurance Underwriters Inc 10018 Westbury, NY 11590 n~SU~ER D: Catlin Insurance Company Limited 15989 I~SU~RE: Arch Insurance Company 11550 COVERAGES THE POLICIES O~ INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE iNSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOT3NITHSTANDING ANY REQIJIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE iSSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, Lm IHSRI '[YPE OF INSURANCE POUCY NUMBER DA~E iMMR)D/yy) DATE iMM/OD/'~ LIMITS A GENEP. OJ_ u~.~Lrr~ G EC0002511801 12/31/08 12/31/09 EACH OCCURRENCE Sl ~000,000 X CO MMERCiAJ- GENEPJ~L LIABILITY PREMISE~ tea ~ccu~e~m) $100,000 I CLAIMS MADE ~] OCCUR MEO E~P (A~y one person) X CONTRACTUAL LIAB P~SO~L&~,OV INJURY $1~0001000 GENERAL AGGREGATE $270001000 GEI~L AGGREGAT~ LIMIT APPLIES PER: PRODUCt'S ~ COMP/Dp AGG $210001000 I POLICY ~1PRO-JECT r~lLOC E ALrrOMOBiLE LiABILiTY ~.1 CAB4928003 1 2/31/08 1 2/31/09 COMBINED SINGLE LIMIT X ANY AUTO (La aCC~denB $2~000~000 ALL OWNED AL~ros BODILY INJURY X MCS-90 END PROPERTY DAMAGE B E~CES S~UM BRELLA LIABILrrY EXC10001180100 12/31108 12/31/09 ~_ACH OCCURRENCE $25~0007000 C I X I OCCUR ~ CLAIUSiV~DE LQ1B71183942045 12/31/08 12/31/09 AGGREGATE $25,000,000 D UMC936341209 12/31/08 12/31/09 $ E WORKERSCOMPE,SA~O.A.D 41WCl4927803 t2/31/08 x IT .vL,M, I I EXCEPT:ND,OH E.L EACH ACCIDENT $1,0001000 OFFICEPJ~EMBER EXCLUDED? WA, WY EL DISEASE - EA EMPLOYEE $1 ~000;000 SPECtAL FROVISIONS beJow EL. DISF~SE - POLICY UMIT $1,000,000 OT~ NY 1778460 12/31108 ; 12/31/09 DISABILITY ZURICH INS. CO. "COVERAGE IS EXTENDED TO iNCLUDED ALL NY OPERATIONS IN ACCORDANCE WITH NYS WORKERS COMPENSATION LAWS" WHERE REQUIRED BY WRITTEN CONTRACT, CONNETQUOT CENTRAL SCHOOL DISTRICT IS AN ADDITIONAL INSURED (EXCEPT WORKERS COMP) AS RESPECTS OPERATIONS OF THE NAMED INSURED. N CERTIFICATE HOLDER CANCELLATION Connetquot Central School District 780 Ocean Avenue Bohemia, NY 11716 SHOULD ANY OF ~E ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE I~E EXPIRATION ACORD25(2001108)l of 2 #S1293011M86992 NNS o ACORD CORPORATION1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25.S (2001108) 2 of 2 #S129301/M86992 106 1HTSCAALOYH215862 CC 44800 8098 HT 36597JV 2009 Intema~onal .565514-JW 092541 107 1FDNFSOC4SVA16~ 18 CC 24800 $50( HT 1995 Ford 565505-1W 923834 11/22/200610:22 AMHUT Sticker Trucks PERMIT ISSUED TO: WINTERS BROTHERS RECYCLING CORPORATION 1198 PROSPECT AVENUE WESTBURY, NY 11590 CONTACT NAME: JOSEPH WINTERS COUNTY: SUFFOLK TELEPHONE NO: (516)937-0900 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVA't iON DIVISION OF SOLID & HAZARDOUS MATERIALS PART 364 WASTE TRANSPORTER PERMIT NO. IA-728 Pursuant to Article 27,Titles 3 and 15 of the Enviror~mental Conservation Law and 6 NYCRR 364 PERMIT TYPE: [] NEW [] RENEWAL · MODIFICATION EFFECTIVE DATE: 01 ~09~2009 EXPIRATION DATE: 07~22~2009 US EPA ID NUMBER: AUTHORIZED WASTE TYPES BY DESTINATION FACILITY: The Permittee is Authorized to Transport the Following Waste Type(s) to the Destination Facility listed: Destination Facility Location Waste Type(s) Babylon Resource Recovery Facility West Babylon, NY Non-Hazardous Industrial/Commercial RESIDUAL MANAGEMENT SERVICES, DEER PARK, NY Non-Hazardous Industrial/Commercial lNG, Petroleum Contaminated Soil NOTE: By acceptance of this permit, the permittee agrees that the permit is contingent upon strict compliance with the Environmental Conservation Law, all applicable regulations, and the General Conditions printed on the back of this page. ADDRESS: AUTHORIZED SIGNATURE: New York State Department of Environmental Conservation Division of Solid & Hazardous Materials - Waste Transporter Program 625 Broadway, 9th Floor Albany, NY 12233-7253 PAGE 1 OF 2 PERMIT ISSUED TO: WINTERS BROTHERS RECYCLING CORPORATION 1198, PROSPECT AVENUE WESTBURY, NY 11590 CONTACT NAME: JOSEPH WINTERS COUNTY: SUFFOLK TELEPHONE NO: (516)937-0900 AUTHORIZED VEHICLES: The Permittee is Authorized to Operate the Following Vehicles to Transport Waste: (Vehicles enclosed in <>'s are authorized to hau! Residential Raw Sewage and/or Septage only) 4 (Four) Permitted Vehicle(s) NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSb:I~VAI lUN DIVISION OF SOLID & HAZARDOUS MATERIALS PART 364 WASTE TRANSPORTER PERMIT NO. IA-728 Pursuant to Article 27,Titles 3 and 15 of the Environmental Conservation Law and 6 NYCRR 364 PERMIT TYPE: [] NEW [] RENEWAL · MODIFICATION EFFECTIVE DATE: 01/09/2009 EXPIRATION DATE: 07~22~2009 US EPA ID NUMBER: NY 29912JK NY 29921JK NY 76404AV NY 88738JA End of List PAGE 2 OF 2 SUFFOLK COUNTY ~,R'rMENT OF HEALTH SERVICES Date Issued: 11/30/2007 Date Expires: Permit Number: RD-280 Date Revised: Firm Name: WINTERS BROTHERS RECYCLING CORP. Address: 1198 PROSPECT AVE WESTBURY NY 11590 12/31/2009 Pursuant to the authority vested in me by the Suffolk County Sanitary Code and subject to the conditions and requirements therein prescribed and further based upon the application submitted therefore, this permit is hereby issued to the above named applicant for the transportation and disposal of offensive materials. A listing of trucks authorized under this permit is attached. This permit is valid under the following conditions: Garbage to be transported in tight body truck(s), maintained so as to prevent the creation of a'public health nuisance, or the loss or discharge of material in any place; failure to do so may result in the issuance of a violation notice and/or imposition of fines. Garbage to be disposed of at public dump(s) at the following town disposal areas or transfer station sites: WINTERS BROS. TRANSFER STATION WINTERS WASTE SERVICES SMITHTOWN HUNTINGTON ISLIP Director, Division of Environmental Quality SUFFOLK COUNTY DEP~RTMENT OF HETLLTH SERVICES List of Trucks Authorized To Remove, Collect, Transport or Dispose of Offensive Materials (Article III, Section le, Suffolk County Sanitary Code) Permit No. : RD-280 Firm Name: WINTERS BROTHERS RECYCLING CORP. LIST OF TRUCKS USED FOR WASTE HAULING YEAR MA3CE LICENSE DATE APPROVED 1987 MACK 26989-AR 11/30/2007 1990 ~ACK 36406-JV 11/30/2007 1990 MACK 36622-JV 11/30/2007 1992 FOtAD 25873-A3~ 11/30/2007 1992 MACK 36613-JV 11/30/2007 1993 ~LACK 36607-~A/ 11/30/2007 1993 PLUCK 36645-JA; 11/30/2007 1994 MACK 36542-JV 11/30/2007 1994 MACK 36641-JV 11/30/2007 1994 FL~CK 14768 JT 11/30/2007 1994 MACK 36620-J¥ 01/09/2008 1995 INTERNATIONAL 57007-AP 11/30/2007 1995 M3kCK 76483-JW 11/30/2007 1995 M3~CK 88707-Jif 11/30/2007 1995 ~3tCK 88717-JV 11/30/2007 1996 CHEVY 49510-~ 11/30/2007 1996 MACK 36540-JV 11/30/2007 1997 ~3tCK 76452-~ 11/30/2007 1997 MITSU 76668-JW 11/30/2007 1998 MACK 44021-JW 11/30/2007 1998 MACK 77257-0q4 12/08/2008 1998 MACK 88715-JV 11/30/2007 1998 MACK 31920-TR 11/30/2007 1998 MACK 91805-AN 11/30/2007 1999 FREIGHTLINER 57129-AP 11/30/2007 1999 INTER/qATIONAJL 76481-J~ 11/30/2007 1999 MACK 17743JT 11/30/2007 1999 MACK 36405-JV 11/30/2007 1999 MACK 36413-JV 11/30/2007 1999 MACK 36414-J5; 11/30/2007 1999 MACK 61582JS 11/30/2007 1999 MACK 88709-JV 11/30/2007 1999 MACK 88712-JV 11/30/2007 1999 ~L~CK 88939-0A/ 11/30/2007 1999 ~4~CK 34491-AW 11/30/2007 1999 MACK 34492-AW 11/30/2007 1999 MACK 34493-AW 11/30/2007 1999 M3tCK 36404-JV 01/09/2008 1999 MACK 36581-0]; 11/30/2007 1999 MACK 46353-AS 11/30/2007 1999 MACK 56539-AP 11/30/2007 2000 CHEVY 17676-JT 11/30/2007 2000 GMC 14766-JT 11/30/2007 SUFFOLK COUNTY DEPARTMENT OF HEALTH SERVICES List of Trucks Authorized To Remove, Collect, Transport or Dispose of Offensive Materials (Article III, Section le, Suffolk County Sanitary Code) Permit No. : RD-280 Firm Name: WINTERS BROTHERS RECYCLING CORP. LIST OF TRUCKS USED FOR WASTE HAULING YEAR MAKE LICENSE DATE APPROVED 2000 INTER 76470-JW 11/30/2007 2000 INTERNATIONA3~ 90618-JX 11/30/2007 2000 KENWORTH 76404-AV 11/30/2007 2000 MACK 36585-J¥ 11/30/2007 2000 M3ICK 36609-J¥ 11/30/2007 2000 MACK 44023-JW 11/30/2007 2000 ~JICK 76496-0v~ 11/30/2007 2000 MACK 14762-JT 11/30/2007 2000 MACK 14763-JT 11/30/2007 2000 MACK 14765-JT 11/30/2007 2000 MACK 88708-J¥ 01/09/2008 2000 MACK 88721-0-~ 11/30/2007 2000 MACK 88946-J-g 11/30/2007 2000 MACK 88948-J¥ 01/09/2008 2000 STERL 36402-J1; 11/30/2007 2000 STERL 36624-JV 11/30/2007 2000 STERLING 36403-JV 01/09/2008 2001 FREIGHTLINER 87423-JA 11/30/2007 2001 INTER 76465-0]~ 06/24/2008 2001 INTER 76466-JW 11/30/2007 2001 INTER 76469 074 11/30/2007 2001 MACK 88710-JV 11/24/2008 2001 MACK 88719kJ¥ 11/30/2007 2001 MACK 88721-0A; 12/08/2008 2001 NL~CK 88723-J¥ 11/30/2007 2001 MACK 88724-J~; 11/30/2007 2001 MACK 88925-JV 11/30/2007 2001 M3kCK 88933-CRV 11/30/2007 2001 M3kCK 88935-05; 11/30/2007 2001 M3%CK 88937-JV 11/30/2007 2001 FL~CK 88942-0~7 11/30/2007 2001 ~CK 88945-JV 11/30/2007 2001 MACK 22860-JA 11/30/2007 2001 ~L~CK 99009-JA 11/30/2007 2002 FREIG 88929-JV 11/30/2007 2002 KEA!WORTH 88738-JA 11/30/2007 2002 M3iCK 36408-J¥ 11/30/2007 2002 b~kCK 36409-JA/ 11/30/2007 2002 M~CK 36416-JV 11/30/2007 2002 MACK 36642-05; 11/30/2007 2002 M~CK 76455-JW 11/30/2007 2002 MACK 76482-JW 11/30/2007 2002 MACK 88711-J¥ 11/30/2007 SUFFOLK COUNTY DEPARTMENT OF HEALTH SERVICES List of Trucks Authorized TO Remove, Collect, Transport or Dispose of Offensive Materials (Article III, Section le, Suffolk County Sanitary Code) Permit No. : RD-280 Firm Name: WINTERS BROTHERS RECYCLING CORP. LIST OF TRUCKS USED FOR WASTE HAULING ~E~kR MB-KE LICENSE DATE APPROVED 2002 M3tCK 88716-Jif 11/30/2007 2002 M3tCK 88718-0A; 11/30/2007 2002 M3kCK 88720-JA; 11/30/2007 2002 MACK 88930-JV 11/30/2007 2002 HACK 88931-JV 11/30/2007 2002 MACK 88938-JV 11/30/2007 2002 MACK 88941-J1; 11/30/2007 2002 MACK 36415-JV 01/09/2008 2002 MACK 36578-J¥ 01/09/2008 2002 MACK 76458-JW 11/30/2007 2002 MITSUBISHI 95708-JH 11/30/2007 2003 CHEVY 83319-JU 11/30/2007 2003 FORD 24747-JP 11/30/2007 2003 FREIGHTLINER 29912-JK 11/30/2007 2003 FREIGHTLINER 29921-JK 11/30/2007 2003 PUtCK 76484-JW 11/30/2007 2003 MACK 88722-JA; 11/30/2007 2003 MACK 36644-JV 11/30/2007 2003 MACK 49110-JW 01/09/2008 2003 ~ACK 59658-JL 11/30/2007 2003 MACK 81158-JF 11/30/2007 2003 ~CK 83324-JU 11/30/2007 2004 KEATWORTH 36244-JK 11/30/2007 2004 M3kCK 36411-JV 11/30/2007 2004 MACK 36412-[/V 11/30/2007 2004 MACK 70270JR 11/30/2007 2004 MACK 24689-JP 11/30/2007 2004 HACK 34853-JS 11/30/2007 2004 ~U~CK 34854-JS 11/30/2007 2004 ~CK 34863-JS 11/30/2007 2004 PUtCK 40963-JS 11/30/2007 2004 MACK 40964-JS 11/30/2007 2004 M3~CK 53366-JR 11/30/2007 2004 MITSU 40708JS 11/30/2007 2004 MITSU 40709JS 11/30/2007 2004 MITSU 40715JS 11/30/2007 2005 CHEVR 76467-J5~ 11/30/2007 2005 MACK 36646-JA; 12/08/2008 2005 HACK 36647-JV 11/30/2007 2005 HACK 88932-ffV 11/30/2007 2005 ~L~CK 30154-JU 11/30/2007 2005 MACK 30167-J13 11/30/2007 2005 ~CK 68675-JT 11/30/2007 SUFFOLK COIINTY DEPARTMENT OF HEALTH SERVICES List of Trucks Authorized To Remove, Collect, Transport or Dispose of Offensive Materials (Article III, Section le, Suffolk County Sanitary Code) Permit No. : RD-280 Firm Name: WINTERS BROTHERS RECYCLING CORP. LIST OF TRUCKS USED FOR WASTE ~IAULING YF~AR ~L~KE LICENSE DATE APPROVED 2005 MACK 97678-JS 11/30/2007 2005 MACK 97679-JS 11/30/2007 2006 CHEVR 76489-JW 11/30/2007 2006 CHEI~R 76490-Jq4 11/30/2007 2006 CHEVR 88947-0¥ 11/30/2007 2006 INTERNATIONA~L 86338-0A; 11/30/2007 2006 INTEP~NATIONAL 91741-JV 11/30/2007 2006 MACK 60282-JV 11/30/2007 2006 MACK 36580-JV 11/30/2007 2006 MACK 37468-JU 11/30/2007 2006 MACK 60283-JV 11/30/2007 2007 ~JICK 36599~0A7 11/24/2008 Town of Babylon This Is To Certify That Winter Bros. Recycling Corp. Is Hereby Approved by: The Sanitation Commission for a Class 1 License For the Year 2010 On: November 12, 2009 JON KAIMAN To:./i Board · VIVIANA L. RUS$igLL THOMAS K. DWY'£U ANGELO P, FE~I~ M~A-C~fi'rlNA POONS LEE SEEM~ FRED L ~OLLACK TOWN OF NORTH i:{EMPSTEAD OFFICE OF THE TOWN CLERK TOWN HAi,L 200 PLANDOME ROAD MANHASSET~ NY 11030-2327 (516) 869-7646 FAX (516) 627-1714 Nc, 79(16 F'. [.. 1784 2own C'ler,k L£SLIE C. GR(ISS -January 19, 2010 Re: WinKers Brothers Recycling To Whom It May Concern: This letter is to verify that Winters Brothers Recycling has a Type 1 Solid Waste Management License for th~ licensing year begimfing January 1, 20i0 tln-ough December 31, 20]0. Their iicense numbers are as iblloxvs: 01/10 dn'ough 22/10. I£ yon have any questions, please call Ann Marie at 516-869-7654. Very trtdy yours, - Leslie C. Cross ']['own Clerk gum Marie Allen LC, G, urea 2_/4/2_010 Date 2010 so~ LIQUID TOWN OF HUNTINGTON WASTE MANAGEMENT DMSION wASTE COLLECTION LICENSE Expires 12/31/10 ~,iI'N'I'F__RS BROS. RECYCLING CORP. Name of Licensee 1198 PROSPECI' A"!E. WES'TBURW t'lv' 11590 Town of Babylon This Is To Certify That Winter Bros. Recycling Corp. Is Hereby Approved by: The Sanitation Commission for a Class 1 License For the Year 2'010 On: November 12, 2009 TOWN OF SMITHTOWN SOLID WASTE LICENSE LICENSE HOLDER: IESI CORP dba WINTERS BROS CONTROL 2010-026 NUMBER EXPIRATION 12/31/10 DATE ADDRESS: 1198 PROSPECT AVE WESTBURY, NY 11590 DAY TIME PHONE NUMBER: 516 301-3539 VEHICLE MAKE AND VEHICLE VEHICLE TARE VEHICLE CONTAINEt VEHICLE ID NUMBER (VIN) YEAR VECHICLE TYPE REGISTRATION WEIGHT PERMIT No. PERMIT No. 1M2AG11CX4M010916 2004 MACK DUMP 53366JR 56,000 1M2AV0202AM005767 2010 MACK DUMP 56786JZ 53,000 1M2K195C21M018065 2001 MACK DUMP 88721JV 69,063 1M2K195C52M021088 2002MACK DUMP 36642JV 54,000 1M2K195C24M024548 2004 MACK DUMP 34853JS 56,000 1M2AG110×6M029906 2006 MACK DUMP 36580JV 54,000 1M2AG11CX3M005763 2003 MACK DUMP 36644JV 54,000 1M2AG11C16M033598 2006 MACK DUMP 60283JV 58,000 1M2AG11C86M033582 2006 MACK DUMP 37468JU 58,000 1M2AG11 C24M010926 2004 MACK DUMP 24689JP 56,000 1M2AG11C05M020209 2005 MACK DUMP 30167JU 58,000 1FVMALCG33LK86054 2003 FREIG DUMP 29921JK 58,000 2FZXKMDB8YAF13868 2000 STERL DUMP 36624JV 53,000 TWENTY (20) THE SOLID WASTE INVESTIGATIONS DIVISION IS TO BE NOTIFIED OF ANY CHANGES Issued this VINCENT PULEO, TOWN CLERK TOWN OF SMITHTOWN NEW YORK STATE DEPARTMENT OF ENVIRO~ENTAL CONSERVATION DEC PERMIT ~ER 8-4532-00023/00001-0 FACILITY/PRO~RAM NUMBeR(S) 50S08 PERMIT EFFECTIVE DATE Renewed October 11, 2007 E~PI~ATION DATE(S} October 10,2017 TYPE OF PERMIT [] NEW X Renewal [] Modification X PERMIT TO CONSTRUCT X Per.it to O~erate [] Article 15, Title 5: [] 6NYCRR 608: Water Quality X Article 27, Title 7; Protection o~ Waters Certification 6NYCRR360: Solid Waste [] Article 15, Title 15: [] Article 17, Titles 7, 8: I PERMIT ISSUED TO ~ TELEP~0N~ ~ER IESI-Seneca Meadows, Inc. I {315)539-5624 ADDRESS OF PEKMITTEE 1786 Salcn%~n Road, Waterloo, NY 13165 Thomas Hasek I {315}539-5624 LOCATION OF PROJECT/FACILITY 1786 Salcmen Road, Waterloo, NY 13165 DESCRIPTION OF AUTHORIZED ACTIVITY: ! WATERCOURSE ! NYTM COORDINATES Water Body~ I A/B E:712250 N:1015000 SE E~713500 N~1011000 PERMIT AE~INISTRATOR: K/mberly A. Merchant ADDRESS 6274 E. Avon-Lima Rd, AVOn, NY 14616 AUTHORIZED SIGNATURE DATE Page ~_ of ~O NOTIFICATION OF OTHER PERMi~ i ~E OBLIGATIONS item A: Permlttse Accepts Legal Rseponalblllty and Agreas to Indemnification The permittee expressly agrees to indemnify and hold harmless the Department of Environmental Conservation of the State of 'dew York, its representatives, employees, and agents ("DEC") for all claims, suite, actions, and damages, to the extent attributable :o the permitiee's acts or omissions in connection with the permittae's undertaking of activities in connection with, or operation and ~aintenance of, the facility or facilities authorized by the permit whether in compliance or not in compliance with the terms and :onditions of the permit. This indemnification does not extend to any claims, suits, actions, or damages to the extent attributable o DEC's own negligent or intentional acts or omissions, or to any claims, suite, or actions naming the DEC and arising under article r8 of the New York Civil Practice Laws and Rules or any citizen suit or civil rights provision under federal or state laws. tam B: Permittas's Contractors to Comply with Permit The permittee is responsible for informing its independent conti'actors, employees, agente and assigns of their responsibility to :omply with this permit, including ail special conditions while acting as the permittee's agent with respect to the permitted activities. and such persons shall be subject to the same sanctions for violations of the Environmental Conservation Law as those prescribed for the permittee. Item C: Pe~nittas Responsible for Obtaining Other Required Permits The permittee is responsible for obtaining any other permite, approvals, lands, easements and rights-of-way that may be required to can7 out the activities that are authorized by this permit. Item D: No Right to Trespass or Interfere with Riparian Right~ This permit does not convey to the permitiee any right to trespass upon the lands or interfere with the riparian rights of others in order to perform the permiited work nor does it authorize the impairment of any rights, title, or interest in real or personal property ~taid or vested in a person not a party to the permit. GENERAL CONDITIONS ~eneral Condition t: Facility Inapection by the Department The permitted site or facility, including relevant records, is subject to inspection at reasonable hours and intervals by an authorized · epresentativa of the Department of Environ mental Conservation (the Department) to determina whether the permittee is complying ~tth this permit and the ECL, Such representative may order the work suspended pursuant to ECL 71-O301 and SAPA 401(3). The permiitee shall provide a person to accompany the Department's relxesentative during an inspection to the permit area when · equested by the Department. A copy of this permit, including all referenced maps, drawings and special conditions, must be available for inspection by the )apartment at all times at the project site or facility. Failure to produce a copy of the permit upon request by a Depart-ment representative is a violation of this permit. General Condition 2: Retatlonshlp of this Permit to Other Department Orders and Determinations Unless expressly provided for by the Department, issuance of this permit does not modify, supersede or rescind any order or determination previously issued by the Department or any of the terms, conditions or requirements contained in such order or determination. General Condition 3: Applications for Permit Renewals or Modlflcatlone The permittee must submit a separate wriffen application to the Department for renewal, modification or transfer of this permit. Such applica-tion must include any forms or supplemental information the Department requires. Any renewal, modification or ~ransfer granted by the Department must be in writing. The permittee must submit a renewal application at least: a) 180 days before expiration of permits for State Pollutant Dis-charge Elimina-tion System (SPDES), Hazardous Waste Management Facilities (HWMF), major Air Pollution Control (APC) and Solid Waste Management Facilities (SWMF); and b) 30 days before expiration of all other permit types. Submission of applications for permit renewal or modification ara to be submitted to: NYSDEC Regional Permit Administrator, Region 8 6274 E. Avon, Lima Road, Avon, NY 14414 (585)226-5390 ~eneral Condition 4: Permit Modifications, Suspenalona and Revocatlona by the Department The Department reserves the right to modify, suspend or revoke this permit in accordance with 6 NYCRR Part 621. The grounds [or modification, suspension or revocation include: a) matodaily false or inaccurate ctatements in the permit application or supporting papers; b) failure by the permittee to comply with any terms or conditions of the permit; c) exceeding the scope of the project as described in the permit application; d) nawly discovered material information or a material change in environmental conditions, relevant technologyor appllcal~e aw or regulations since the issuance of the existing permit; e) noncomplisnce with prevlouslyissuod permit conditions, orders of the commissioner, any provisions ofthe Environmental ;onservation Law or re~ulatiens of the Department related to the permitted activity. Page 2 of 20 -25¢ ADDITIONAL GgNEP, AL CONDITIONS FOR ARrlCLE 27 cTitle 7. Seneca Meadows. Inc. SPECIAL CONDmONS I. GENERAL APPLICABII~ITY Unless expressly authorized in writing or unless modified by conditions of any permit issued by the Department of Environmental Conservation (the "Department"), consiruction and operation of the 55 acre A/B Overfill (A/B) and the 65 acre Southeast Landfill (SELF), the 2007 expansion areas designated as EX-l, EX-2, and EX-3 and related facilities shall be carried out in strict conformance with the plans, specifications, and reports submitted as part of the application for this permit. Those materials include: (a) Permit applications for a modification of the existing F=mdt toConslxuct and Operate a Solid Waste Management Facility pursuant to 6 NYCRR Pagt 360, dated 12/20/2006 and signed by Edward L. Apozzi, Vice President of Seneca Meadows, Inc. Co) Seneca Meadows Inc.'s (SMD, Seneca Meadows Solid Waste Management Facility, 6NYCRR Part 360 Landfill Expansion Application, dated December 2006, and as revised in February 2007 where noted below. The application documents are as follows: O) Site Investigation Report, dated November 2006, revised December 2006 Appendix E and Appendix F in second volume, (2) Englneoring Report Single volume with supporting appendices (i) Appendix A, Drainage Design Report and Stormwater Pollution Prevention Plan, Volumes I and II, and Addendum #1 dated January 2007, revised February 2007 (ii) Appendix B, Gas Collection Control System, Design Plan Modification, revised February 2007 (iii) Appendix C, Gentechnical Report, Volumes I and II (iv) Appendix D, Operations, Maintenance and Monitoring Plan, revised February 2007 (v) Appendix E, Environmental Monitoring Plan, revised February 2007 DEC FERMIT NU~ER 8-4532-00023/00001-0 50S08 VAO~ 3 oF 20 95-20-Gf(7/g?)-25c SPECIAL CONDITIONS For Article 27 (Title 7. Seneca Meadows. lnc. I (4) (vi) Appendix F, Site Analytical Plan (vii) Appendix G, 1.9(g) Report, revised February 2007 (viii) Appendix H, Construction Quality Assurance/Construction Quality Control Plan, revised February 2007 (ix) Appendix I, Closure/Post-Closure Plan, revised February 2007 (x) Appendix J, Landscape Plan (xi) Appendix K, Contingency Plan (xii) Appendix L, Supporting Calculations (3) Engineering Drawings (i) Site Civil, Drawing Numbers C-1 through C-50 (ii) Drainage, Drawing Numbers D-0 through D-21 (iii) Electrical, Drawing Numbers E-I through E-12 (iv) G~otechnical, Drawing Numbers G-1 through G-10 (v) Salcunan Road, Drawing Numbers H-1 through H-12 (vi) Landscaping, Drawing Numbers LI- through L-4 (vii) Gas Collection and Control System, Drawing Numbers I20-01 through LFO-51 Draft Generic Environmental Impact Statement, December 2005, Final Generic Environmental Impact Statement, August 2006, Dral~ Supplemental Environmental Impact Statement, December 2006, and revised February 2007. (5) Title V Air Ponnit, Renewal March 2007. The Permittee shall comply with all conditions of this permit and the appropriate edition of 6'NYCRR Part 360 as outlined in this permit or as directed in writing by the Department. Non-compliance constitutes a violation of ECL Article 27, Title 7 and is 8-4532-00023/00001-0 PROGRAM NUMBER 50S08 VAOe 4 or 20 SPECIAL CONDITIONS For Art/cie 27 (Title 7. Seneca Meadows. Inc.} grounds for enforcement action p;.alt suspension, revocation, or modification, or denial of a permit renewal or modification application. The Permittee must maintain a copy of all application materials, plans, reports, permits, and the Draft and Final Environmental Impact Statements at the site and make these documents available to any representative ofthe Department. The Permitten must also maintain a copy of all written approvals and directives in a like manner, together with a copy of the effective Part 360. Unless otherwise specified by the Department, two copies of all plans, reports, or other submissions related to'the design, construction, operation, or monitoring of this facility must be submitted to: Regional Solid & Hazardous Materials Engineer, NYSDEC, 6274 East Avon-Lima Road, Avon, NY 14414. Unless otherwise specified in this permit, any approval required must be obtained in writing from the Region 8 Regional Solid & Hazardous Materials Engineer. This permit modification authorizes construction of Landfill Expansion Area EX-2 and related infrastructure as shown on Engineering Drawing C-5 through C- 10dated December 15, 2006. No construction of subsequent Areas EX-I or EX-3 may commence until and unless construction plans and technical specifications have been submitted and approved by the Department. Such construction plans and specifications must be in compliance w/th 6NYCRR Part 360 requirements wh/ch are in effect at the time when they are submitted. In the event an authorized Department rapresentative makes a determination that the Perrnittee is in non-compliance with any provision of the Environmental Conservation Law, or with any regulation promulgated thereunder or any provision of this permit or any judicial or administrative order applicable to the fac/lity, the Permittee must, upon race/pt ofwr/tten or oral Notice of Non-Compliance from the Deparixnent, immediately take such steps as are necessary to corract, abate, or remediate the non-comply/ng condition. When oral notice is given, the Department will provide a confirming written Notice of Non-Compliance. To the extent feasible, the Permittee must consult the Department regarding the selection and implementation of such remedial measures. Any instance of non-complianco, together w/th the responsive measures and results of such remedial measures, must be recorded in writing by the Perm/tten, and submitted to the Department. Failure to do so shall constitute non-compliance with this permit. The Permittce shall take all steps to minimize or correct any significant adverse impact on public health, safety or welfare, the envimnmant or natural resources resulting from facility operations. The Permitten shall repor~ any such activity which may endanger human health or the environment to the DEC Region 8 Regional Solid & Hazardous 8-4532-00023/00001-0 50S05 P^o~ 5 oP 20 SPECIAL CONDITIONS For Article 27 (Title 7, Seneca Meadows. Inc.) Materials Engineer. Any such information shall be reported orally within 48 hours from the lime the Permittee becomes aware of the circumstances and followed up in writing within seven days. The Permittee shall allow any authorized representative of the Deparm~ent upon the presentation of proper credentials, to: Have access to and copy any records that must be kept under the conditions of this permit or Part 360; Enter and inspect any buildings, facilities, equipment (including monitoring and conlrol equipment), practices, or operations regula~l under this permit; and (c) Sample or monitor for the purpose of assuring permit compliance or as otherwise authorized by the ECL or any applicable law, regulation, permit or Order, any substances or parameters at any location. 10. The provisions of this permit are severable, and if any provision of this pe~nit, or the application of any provision of this permit to any cirounstance is held invalid, the application of such provision to other circumstances and the ramalnder of this permit shall not be affected thereby. 11. The provisions of this permit shall not be construed to limit the Depurlment's an&ority as otherwise established by law or regulation. 12. The account to fund the Environmental Monitor(s) as established under permit #84532- 0023/00001-0 shall continue as follows: Funds as required to support the monitoring requirements shall be provided to the Department for funding of environmental compliance activities related to the operation of Pormittee's Facility. This sum is based on annual Environmental Monitor service costs and is subject to annual revision. Subsequent annual payments shall be made for the duration of this P~'~it to maintain an account balance sufficient to meet the next year's anticipated expenses. The permittee shall be billed annually for each fiscal year beginning on April 1. The Department may revise the required payment on an annual basis to include all costs of monitoring to the Depa,ht~ent. The annual revision may take into account factors such es inflation, salary increases, changes in operating hours and procedures and the need for additional Environmental Monitors and supervision of such Environmental Monitors by full-time Environmental Monitor supervisors. Upon written request by the Permittee, the Department shall provide that entity 8-4532-00023/00001-0 50S08 vt~ 6 or 20 NEW yORK STATE DEPARTM~ OF ENVIP~ONM~TAL CON SEP~ SPECIAL CONDITIONS For Article 27. (Title 7. Seneca Meadows. Inc.) with a written explanation of the bas/s for any modification. If such a revision is required, the Depaxhnent will notify the Permittce of such a revision no later than 60 days in advance of any such revision. Prior to making its annual payment, the Permittce will receive and have an opportunity to review an annual work plan that the Department will undertake during the year. (d) Payments are to be in advance of the period in which they will be expanded. LANDFILL CONSTRUCTION 13. Not less than thirty (30) days prior to the commencement of the construction of Areas EX-1 or EX-3 of the landfill expansion, the Pennittec must submit to the Deparlment for its review and approval, construction plans and technical specifications that meet the requirements of the 6NYCRR Part 360 regulations in effect at that time. The Department will provide a written response identifying any defects or omissions in the plans within fifteen (15) days of receipt. 14. Written notice of the commencement of all major portions of on site construction activities must be made to the Depa~uaent. The Permittee shall submit to the Depaxtment, prior to the commencement of construction, a construction schedule which indicates the anticipated beginning and end dates for all major construction activities. These activities include, but are not limited to, the commencement of the clearing and grading of any large areas, commencement of the placement of the liner for any large section, cevering of any section of the lenehate cellecfion system, commencement of quality control and quality assurance testing including on-site peta~eability and/or density testing activities and the commencement of construction of any section of permanent final 15. Prior to the initiation of construction of each stage, benchmarks shall be located at a minimum of one permanent bench mark for each 25 acres of landfill footprint. The location of the p~manent benchmarks shall be noted on the "es-built" drawings. Elevations for permanent bench marks shall be taken from an existing U.S. Geologicel Survey benchmark. New York Transverse Mercator (NYTM) coordinates must be established for each permanent benchmark. 16. The Department must be notified immediately in case of any development during construction that warrants a request to modify the approved engineering plans. Deviation from the approved plans for any significant change without the specific prior written approval of the Department will constitute a violation of this permit. 8-4532-00023/00001-0 IFACK. ITY 1D NUMBER 50S08 ~ 7 or 20 95-20-6f(7/8'0-25~ SPECIAL CONDITIONS For Ardcle 27 (Title 7. Seneca Meadows. [nc.) 17, The low permeability soil and primmy soil components in the construction of the liner system shall be constructed in accordance with Specification 02276 and 02597 (subgrade requirements). 18 Prior to issuance of the Depax~onent's approval to operate any areas (cells) which have been lined as shown on the appwved Engineering Drawings, the permittec must: (i) demonstrate to the Depar~ent's satisfaction that the facility's construction is in accordance with this Permit and plans approved thereunder; and (ii) submit ceffification of construction in accordance with the appropriate subdivisions of 6N'YCRR Part 360 which have govemad design and construction of the affected stage of the facility. 19. All construction activities related to landfill liners and final cover, leachate management, and landfill gas management shall be under the supervision of a person licensed to practice professional engineering in the State of New York or an authorized representative of that individual. A representative of the P~tmittee's engineering consultant must be present whenever construction is on-going. This requires that the certifying engineer is capable of operating independently and without influence from the construction contractor and the facility owner, as demonstrated to the Departmeat in the CQA/CQC Plan. This representative must maintain a daily log indicating work done that day, weather conditions, testing performed, quality control end quality assurance practices, problems encountered, and remedial activities undertaken to correct these problems. A copy ofth/s log, ceffdfied by the supervising engineer as accurate and correct, must be submitted with the construction certification for each stage, or pot/on thereof. The certification with original signatures and stamped by the licensed engineer mnst indicate whether all work performed was in compliance with this permit, and the plans and reports as detailed in special condition #1. The certification must be ~ubm/tted within sixty (60) days after completion of cons~n~ction. Clear color phowgsaphs of major project aspects; dally reports; and results of all tests conducted to determine compliance shall also be included with the certification. As-built engineering plans must also be certified containing at least the following: (a) notation of any deviations from the plans and reports; (b) completed sub-grade elevations; (c) completed top of liner elevations, for both primary liner and secondary liner, and top of primary drainage blanket elevations; location and critical elevations of leschate collection lines, leak detection lines, the top end bottom of the groundwater drainage blanket, valve pits, tanks, pond, containment b~ixn, manholes, etc. (e) final drainage features; 8-4532-00023/00001-0 50S08 VAO~ 8 o~ 20 SPECIAL CONDITIONS For Article 27 CTifle 7. Seneca Meadows. Inc3 (f) locations, both existing and proposed, of all monitoring devices. (g) a nfinimum of one eust-west and one north-south cross-section; drawn to scale and located on the plan view of the landfill; (h) ctitical work such as synthetic liner penetration, walding and fittings. Department approval of the construction certification report is required prior ~o the initiation of operation of the specific stage of the facility. No waste shall be placed in a consUucted stage prior W receipt of the D~parmient's written approval. The Department will review the submitted material for approval within 30 days of receipt. 20. Prior to commencement of construction of the low permeability soil component of the liner system, a test pad mus~ be constructed as described in the Quality Assurance (QA) Quality Control (QC) Plan, and the results of this test muat be submitted to Department unless adequate information is provided to and approved by the Depariment on soil of known characteristics, with consistent operating history, and known demonstrated equipment performance. 21. All structures, including the leak detection and leachatc collection systems, groundwater monitoring wells, valve pits, manholes, ctc., shall be maimained in proper working order. In the event any structure becomes damaged or malfunctions in any way, the Permittee shall notify the Deparlment verbally within 48-hours after detection, and follow up in wtiting within seven (7) days, and shall promptly repair or replace the structure. 22. All boreholes, wells, and monitoring devices found within the proposed fill area shall be properly abandoned by overboring, grouting using a tremie method or similar dawnhole pressure grouting system and cement-bentonite grout to ensure that all contaminant migration pathways are sealed. Casings shall be removed. This activity must be noted accomplished in the construction certification report. 23. Extreme care and protective measures shall be taken to protect the integrity of the groundwater depression system, leak detection system, leachate collection system, liners, geotextiles and all other landfill sttucture~. Only rubber tired vehicles shall be allowed in direct contact with HDPE liner. 24. The materials used in the drainage layers must have less than five percent of the mah~rial by weight pass the No. 200 sieve. A particle size analysis of the material to be used for the drainage layers shall be performed prior to the start of coustruction and during construction at a frequency of one test for every 1000 cubic yards of material placed. 25.Open burning of land clearing mat~ials and debtis (including lrees, shrubs, and brush) is 8-4532-00023/00001-0 50S08 VAOS 9 o~ 20 SPECIAL CONDITIONS For Article 27 CFitle 7. Seneca Meadows. Inc.) prohibited. Toppings, brush, and slash must be chipped and/or beneficially used on or off-site. Tree stumps removed from the site maybe chipped. 26. Synthetic liner material utilized on this project shall be inspected for obvious defects prior to its use. Portions of the liner containing tears, defects, perforations, holes, punctures, etc. shall be removed and discarded or repaired in accordance with the requirements provided in the approved CQA/CQC Plan. 27. All synthetic liner seams shall be fusion or extrusion welded. Welds shall be 100 percent tested for pinholes and other weld faults using a vaenum box tester or air tests, as appropriate, subject to Department approval. Records shall be kept showing weather conditions (cloudy, sunny) on days when welding is ongoing including air temperatures at beginning end end of the work day and precipitation. No welding shall take place when the ambient air or sheet temperature is below 32°F, when the sheet temperature exceeds 158°F, or when the air temperature is above 120°F, without prior Department written approval. 28. Field joints shall be made by overlapping adjacent sheets a minimum of four (4) inches. Prior to welding the seams, all areas which are to become seam interfaces shall be cleaned of dust and dirt. 29. Destructive testing of all seams shall conform to 360.2.130c)(3)(iii)(c) or the appropriate subsection of the 6NYCRR Part 360 regulations affecting construction of the stage. 30. Should any leachate enter by migration, spill or other meam into any stage, or portion thereof, which has not yet received approval for operation, then all liquids within that stage, or portion thereof, shall be removed and treated as leachate. When the leachate is first detected in any such stage, all pumping of liquids from the stage, or portion thereof, into the stormwater drainage system shall cease immediately. Pumping of liquid from that stage, or portion thereof, into the stormwater drainage system may only recommence upon written approval from the Department. 31. This Department shall be notified if any leachate, waste, gas or other conditions which may affect the integrity of the landfill are observed during conslruetion, including excavation, of the landfill. Notification shall be provided verbally within 48 hours end followed up in writing within 7 days. 32. Upon commencement of construction, the Permittec must submit by the fifteenth (15th) of each month, a written progress report to the Dapattment which summarizes construction activities undertaken during the preceding month. 33. followin[~ materials: 8-4532-00023/00001-0 The Depa~huent has approved the equivalent design determinations (effective 3/13/1999) and variances (effective 2/8/2002) and will continue to be in effect in this permit for the 50S08 Pxo~ 10 oF 20 SPECIAL CONDITIONS For Article 27 (Title 7. Seneca Meadows. Inc3 (a) Equivalent Design Approvals 1. tire chips - An 18 inch thick layer of nominal 3 inch tire chips may be used as a substitute for the top 12 inches of the primary soil drainagc layer as shown on the approved Engineering Drawings. 2. ~re chip~ - Nominal 3 inch tire chips may be used as backfill for landfill gas collection. 3. crushed C&D - Crushed C&D may be used as roadway subbase within the limits 0fthe landfill footprint. The crushed C&D used as subbese must be underlain by a minimum 6 inch layer of daily cover soil. (b) Variance Approvals 1. Quality control testing of any soil liner materials must be performed at the following revised schedule: Soil Test Type Part 360 Frequency Revimed Frequency Grain Size Distribution I per 2500 cubic yards 1 per 7500 cubic yards Atterberg Limits 1 per 1000 cubic yards 1 per 5000 cubic yards Moisture-density relationship l per 5000 cubic yards I per 12500 cubic yards Moisture Content 1 per 1000 cubic yards Obtained during permeability test Recempactod Fca~-,eability 1 per 5000 cubic yards 1 per 20000 cubic yards When a new source of'materials is acquired, the testing during the first yesr of construction shall be according to the frequency specified in Pa~ 360, In areas where geosynthutic day liner is substituted for the top six-inch portion of the low permeability soil layer in the primaxy composite liner, the lower twelve inch soil layer may be omitted. A second layer of geosynthetic clay liner must be installed in the sump and beneath all leachate collection pipes. 34. The approved design capacity for this landfill is 6000 tons/day, based on an annual average. 8-4532-00023/00001-0 50S08 v^o~ 11 or20 .{ SPECIAL CONDITIONS For Article 27 (Title 7, Seneca Meadows. Inc3 Excluded from these limits is solid waste generated at the landfill facility and any Beneficial Use Determination (BUD) materials. By no later than the fifteenth day of each month, the permittee shall report in writing to the Region 8 Regional Solid & Hazerdous Materials Engineer, the total amount of solid waste disposed at the facility during the previous month, the number of days of operation, and the amount of BUD materials received. 35. Operation of the landfill and landfill related activities will be in acenrdance with the following: (a) Operations directly related to the acceptance and disposal of solid waste at this facility shall be limited to the following: Monday through Sunday 5:00 a.m. to 8:00 p.m. Weight scales operations are limited to the hours of 6:00 a.m. to 6:00 p,m. The landfill shall not be operated on Major Holidays. *Major Holiday shall include New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas Day. Co) Placement of daily cover shall be limited to the following: Monday through Sunday 6:00 a.m. to 8:00 p.m. There will be no restrictions on activities which do not require the operation of equipment. These activities shall include equipment maintenance, facility maintenance (such as electrical or phone repair), office personnel, etc. The Permittee shall notify the Department, in writing, of operating hours for special projects before beginning the project. 36. The following wastes shall not be disposed of at this facility: (a) waste identified in 6 NYCRR Pert 360-1.5(b); Co) any intact steel or plastic drams larger than 10 ~llon capacity, that has not been crushed and had at least one end removed or has not been shredded unless otherwise approved by the Department in writing; (c) any container which has held hazardous waste and is not empty according to 6NYCRR Pm 371. l(f); 8-4532-00023/00001-0 50S08 e*o£ 12 oF 20 SPECIAL CONDITIONS For Article 27 (Title 7, S~neca Meadows. Inc.) (d) arty container of 5 to 10 gallon capacity shall not be disposed of at this facility unless the containers have been crushed, compacted, or rendered incapable of holding any liquids except that small quantities of dry wastes may be containerized for disposal in this manner; (e) any regulated medical waste which has not been treated in accordance with the requirements of 6NYCRR Subpart 360-17 or.10NYCRR Subpa~ 10-3; (0 any industrial or commercial liquids, sludges, or slurries, which contain any free liquids or are less than 20% solids; (g) any waste(s) regulated by 6 NYCRR Part 364 unless the waste hauler possesses valid Part 364 permit; (h) tires which have not been cot into a minimum of two equal pieces; All sludges and chemical, industrial, commercial, food or power plant wastes must be revi~red for compliance with this condition by the P~nittee prior to accepting these wastes for disposal at this facility. All records relating to the disposal of these wastes at this facility shall be made available to wutine D~pu, talent inspections. A summary of each month's approved waste streams for disposal, as described in this condition must be submitted to the NYSDEC Regional office within seven-days (7) of the first day of the following month. 37. During the placement of the first lift of waste above the primary leachate collection and removal system, the following precautions and practices shall be observed: (a) consideration for the approach and travel of haut trucks and other landfill operation vehicles relative to the location of the liner and leachate collection laterals. Co) waste placement must be kept away from the top of the berms to allow for proper laschate control and effective future placement of final cover. Identification markers may be used along the berms with specific setback distances for waste placement. (c) The initial waste placement must be a minimum of 5 feet of compactad thickness and must be of a select nature and free of unprocessed couslxuetion and demolition debris; large metal objects; any long rigid items such as poles or piping; and any othar rigid, bulky items which could be placed so as to damage the liner or the leachate collection system. 8-4532-00023/00001-0 50S08 PAGE 13 oP 20 SPECIAL CONDITIONS For Article 27 (Title 7. Seneca Meadows. Inc3 38. Regulated medical waste (RMW) ~o be aecopted for disposal at this facility must be in strict accordance with the following: (a) Only treated regulated medical waste CrRMW) or treated and destroyed medical waste (TDMW) which has been treated in accordance with the minimum operating requirements of 6NYCRR Subpart 360-17 or 10NYCRR Subpatt 70-3 may be accepted at this facility for disposal, Each load of TRMW and TDMW to be accepted for disposal must be accompanied by the original certification fonu. Each certification form must be signed and dated by the treatment facility shift supervisor or trea~nent facility manager. Thc original and all copies of thc cortification must bo maintained at the facility for a period of no less than sev~n (7) years from thc date thcy arc prepared. No TRMW or TDMW may be accepted fiom any RMW treaUnent facility uniess a dra_~ validation testing program (VTP) is on file with the New York State Department of Health or this Department. No TRMW or TDMW may be accepted by this facility fi'om any RMW treatment facility unless the VTP results have been approved in writing by the New York State Department of Health and minimum operating standards have been established. 39. The permittee shall not accept vehicles delivering waste or cover material to this facility that are not enclosed, covered or their contents secured. 40. All structures, including the leachate collection and removal system, groundwater and gas monitoring wells, access roads, drainage structures, sedimentation basins, etc., shall be maintained in proper working order. In the event any structure becomes damaged or malfunctions so that it will not properly function, the Pennittee shall notify the Department verbally within 48-bourn nl~er discovery and follow-up in writing within 7 days, and shall promptly replace or repair the structure. If the Permittee immediately repairs the damaged structure within 24-hours of discovering the damage or malfunction, the Permittee will not be required to notify the Department verbally or in writing. All monitoring wells (groundwater and gas) shall be fitted with locking caps end locked at all times other than during times of sampling or maintenance. 41. Any leachate on the ground shall immediately be contained and removed either by pumping or by utilizing spill cleanup procedures such as absorbent pads or as required. Leachate and leachate spill debris must be disposed of at authorized facilities approved by the Depar~nent. 8-4532-00023/00001-0 50S08 PAOE 14 or20 SPECIAL CONDITIONS For Article 27 (Title 7. Seneca Meadows. Inc.) 42. The Permittce shall maintain a contingency plan which shall identify the alternative leachate treatment and disposal methods that will be employed in the case of: malfunction of the existing leachate treatmen*/disposal system; inadequate system capacity to manage short-term increased leachate volumes; and/or the leachate is not aecopmble to the exi~ng wastewater treatment plant. Should any dement of the contingency plan become unavailable, or inoperative, a revised plan shall be submitted to the Depah~ent within 60 days for approval. 43. The ?~,~ittee shall inspect the primary and secondary (leak detection) leachate collection and removal system bi-weekly and pump stations weekly. Should the defined action leakage rate levels be exceeded, the F~x,,fittee will notify the Dep~x~ent in accordance with thc approved site Contingency Plan and follow-up within seven (7) days in vailing and immediately initiate the appropriate actions as defined in the contingency plan. 44. The primaxy leachate collection and removal system shall be cleaned at least annually to maintain an unobstructed and free draining collection system. Should the leachate collection and removal system's efficiency be found to be impaired, then remedial cleaning operations shall be conducted. Prior written notification of the schedule for cleaning shall be provided to the Department, 45. Under no circumstances shall leachate be discharged directly or indirectly from the site to surface waters or groundwaters. 46. Lcechate storage must be available to meet the leachate collection needs of thc facility throughout thc operational and post-closuro maintenance periods of the landfill. A log of all visual inspections must be maintained at the site. At a m/n/mum, the log must detail the date, time, inspector, visual observations, problems, and any corrective actions taken. 47. In the event that leachate must be hauled from the facility it shall be by a hauler in possession ora valid Part 364 pefiifit, [authorizing such hauler to haul leachate from the facility to a specified disposal site approved by the Department]. 48. Daily, imennediate and final cover must be applied in accordance with the following schedule: (a) Daily Cover: A minimum of six (6) inches of compared cover material and/or approved alternate dally cover must be applied on all exposed surfaces of solid waste at the close of each operating day to control vectors, fires, odors, blowing litter, and scavenging. The volume of soil cover or approved BUD daily cover materials necessary to cover the entire working face must be available immediately adjacent to the working face at the end of e~$~ operating day. (b) ]~neficial Use Determination (BUDS~ for Materials as Dally Cover: Approval has been l/ranted for the beneficial use of each waste stream listed below or as ID~C ~m~trr ~x~ I 8-4532-00023/00001-0 50S08 ~o~stn~ ~^~ 15 ov 20 SPECIAL CONDITIONS For Article ~7 (Title 7. Seneca Meadows. Inc.l approved in subsequent BUD Management Plan for the facility as dally cover at this facility. When these waste streams are utilized beneficially as daily cover material, they are no longer considered solid waste upon their receipt at thc landfill. However, prior to receipt at the landfill, any industrial waste must be hauled by a permitted Part 364 hauler. The weight of each load shall bo measured end reported to the Department as BUD daily cover material and categorized as to the specific solid waste which is being beneficially used. All of the BUD dally cover materials shall be covered with additional waste or dean soil within 48-hours of placement. Storage of these BUD daily cover materials shall be confined to within areas of the landfill which will not cause an impact on surface water quality. Runoff and nm-on controls such as berms and swales shall be provided around storage areas. Appropriate measures shall be taken to prevent the materials from becoming airborne and from eroding into drainage way~. The specific waste streams which are approved for beneficial usc as daily cover materials and the additiomal restrictions which apply to each are as follows: Contaminated Soil - Contaminated soils which are not classified as hazardous waste may be used alone or blended. Use shall be limited to the sloping portion of the working face but restricted from the outside slopes of the landfill. Paper Processing Sludge - Use of this material as daily cover alone is limited to the sloping portion of the working face. Use on the fiat porton of the working face requires the blending of an equal porton of clean soils. Shredder Fluff- Shredder fluff may be used as dally cover on sloping portous of the working face but restricted from the outside slopes of the landfill. Chipped Tires - Chipped tires may be used as daily cover on the sloping porton of the working face but restricted from the outside slope~ of the landfill. Construction and Demolition (C&D) Debris - C&D, which has been reduced in size to three inches or less, maybe used as daily cover on the sloping portion of the working face but restricted from the outside slopes 84532-00023/00001-0 50S08 v~o~v.~stn~R 16 oF 20 SPECIAL CONDITIONS For Article 27, (Title 7. Seneca Meadows. lnc3 of the landfill. A 50/50 mix of C&D debris and dally cover soil can be utilized on the fiat portions of the working area. Coal Bottom .4sh - Coal bottom ash may be used as daily cover on the sloping portion oftbe working face but restricted from the outside slop~ of the landfill. Foundry Sand - Foundry sand may be used as daily cover on the sloping portion of the working face except for the outside slopes oftbe landfill. Resource Recovery Ash- Non-hazardous ash generated by pexmitted resource recovery facilities in New York State maybe used as dally cover provided that the following conditions are moO: Sampling results must be provided in the annual report for the fac'flity and be made available to the Depamnent upon request. ii. Ash which contains unburned wastes shall not be suitable for use as daily cover and must be landfilled on the same day as acceptance at the landfill. iii. Ash with a probability of becoming airborne (windblown), or eroded into surface water dralnagcways, shall not be used as dally iv. Ash determined to be unsuitable for use as dally cover shall be disposed of in the landfill working face immediately. Ash determined to be suitable for use as dally cover shall be placed adjacent to the working face. However loads of ash shall not be dumped on or near the outside perimeter slopes, nor near surface water dralnageways. Ash shall only be used as daily cover on the sloping portion of the working face, except that ash shall not be used on the outside perimeter slopes. Ash need not be blended with soil or other BUD dally cover materials. Ash shall be used as daily cover or disposed of at the working face on the same day as it is received at the landfill. 8-4532-00023/00001-0 50S08 p^c~ 17 or 20 SPECIAL COND~IONS For Article ~7 tSenaca Meadows. Inc3 (O Alternate Dally Cover: The Permittee may utilize an alternate daily cover consisting of gensyntbetic materials in accordance with the following restrictions: The altenmte dally cover is to be used only on the sloping portion of the work face. The alternate daily cover is to be used only over an area which will receive solid waste disposal within 24-hours. The alternate daily cover shall not be used when weather or other conditions prevent or hinder the effective control of vectors, fires, odors, blowing litter, and scavenging. Thc alternate daily cover must be secured to the surface of the working face by use of sandbags, piles of cover material, steel reinforcing rods, half tixes or other approved methods. Whole tires or other solid waste shall not be used for securing. $~lect Refuse Lift: Clean soil, geosynthetic materials and wood chips are acceptable for use as cover for the select refuse lift. Soil shall be used as cover on the top portion of the select refuse lift. Woodchips and/or geosynthefic materials maybe used on the sloping portion of the select refuse liiL The geosynthetic materials and/or chips may be left in place for an extended period of time provided that the area is maintained flee of exposed refuse, vectors are not attracted, and odors are controlled. (e) ~tennediate Cover: A minimum of 12-inches of compacted cover material (soil) must be applied and maintained on all landfill surfaces where no additional solid waste has been or will be deposited within 30 calendar days. Final Cover: The final cover system shall be designed, constructed, and maintained in accordance with the requirements of the appwved conceptual closure plans. A variance has been granted to eliminate the gas venting layer for the low permeability soil based final cover system. 49. An Annual Report shall be submitted to the Department no later than March I of each year which includes the following information: (a) The total quantity of solid waste disposed of and BUD daily cover wastes in tons on a monthly basis, for the calendar year firom January I to December 31. This information must be compiled by waste type such as refuse, sludge, construction and demolition, non-hazardous commercial waste, or other types of solid waste. I PROGRAM NUMBER 50S08 180720 NEW YORK STATE DEPARTM/~T OF I~/~IRONMt~TAL CONSERVATION SPECIAL CONDITIONS For Article 27 (Title 7. Seneca Meadows, Inc3 All wastes end BUD materials received at the facility shall be measured by weight and described in the Report. These records shall be maintained for the life oftbe facility. (b) The remaining site life in years and remaining capacity in cubic yards of the existing constructed landfill. (c) An evaluation of all water and leachate quality data collected throughout the year. The Dep~uhnent may request at any t/me that this information be provided in a computer-compatible format to be specified by the Department. (d) An evaluation of gas monitoring and control systems, including a narrative description ofpwposed or actual changes to these systems. (e) The quantities ofleachate collected, (for each cell) treated, and disposed of on a monthly basis. (0 The quantity of leachate collected in the secondary lcachate collection/leak detection and removal system for each cell. This must be compiled on a monthly basis to assess primary liner system performance. These figures shall be used to compute the action leakage rate for each active cell. (s) A revised site plan with 5-foot contours of the fill a~a reflecting the extent of the previous year's fill progression and the proposed fill progression for the next year. Any proposed changes from the approved reports, plans, and specifications or p~rmit conditions must be listed w/th justification for each change given. No change shall be effective until written approval is received fi'om the Department. (i) An update of the closure and post-closuro cost estimat~ taking into account any changes to the closure/post closure plans, or operating conditions 50. The Pennittce shall not accept solid waste that originates fi.om New York State municipalities that have not completed a Comprehensive Recycling Analysis satisfying the requirements of 6NYCRR Part 360-1.9(f) and approved by the Department or has not implemented the recyclables recovery program determined to be feasible by the analysis. 51. All yard waste (leaves, grass, brush/branches and stumps/tree sections) shall be banned fi.om disposal in the landfill except for that yard waste which is [contaminated by excessive pesticides, hazardous substances, or other items which would make the yard waste] unsuitable for composting or chipping. Yard wastes contained in plastic bags are not banned fi.om landfilling. 8-4532-00023/00001-0 PAO~ 19 ov 20 SPECIAL CONDITIONS For A_rticie 27 (Title 7. Seneca Meadows. lnc3 52. A permanent grass, ground cover crop, or mulch approved by the Department must be established and maintained on all exposed final cover soil within sixty (60) days after placement, or season not permitting, as otherwise required by the Department. 53. The final contours of the site must conform to those shown on Department-approved engineering report and plans. 54. Final cover integrity, slopes, cover vegetation, drainage structures, leachate collection and removal structures established pursuant to this permit shall be maintained for a minimum period of thirty (30) years beyond the date of the placement of final cover, or for as long as leachate is capable of adversely impacting the environment, whichever is lonaer. 55. Groundwater, surface water, and leachate sampling methodologies and analyses of samples must be performed in aecordance with the approved Environmental Monitoring Plan (EMP)/Site Analytical Plan (SAP) for this facility. Operational, closure, and post-closure sampling and analysis shall be in accordance with the approved EMP. 56. All new monitoring wells are to be constructed and sampled as specified in the approved Environmental Monitoring Plan (EMP) and are to meet or exceed the requirements of 6NYCRR Part 360. Any proposed revisions to the EiVIP are to be submitted to the Department and are subject to the Department's approval. 57. Any wells which do not yield sufficient water to be sampled or are otherwise unsuitable for monitoring purposes are to be reported within 48-hours of detection to the Region 8 Regional Solid & Hazardous Materials Engineer. The operator shall be required to repair, redevelop, or replace, if so determined, such wells in time for the next scheduled sampling event. 8-4532-00023/00001-0 50S08 e^a~ 20 o~ 20 New York State Department of Environmental Conservation Division of Environmental Permits, Region 8 6274 East Avon-Lima Road, Avon, New York 14414-9519 Phone: (585) 226-2466 · FAX: (585) 226-2830 Webelte: www,dec, state.ny, us OCT 1 5 ZOOT au BY: ----------'-"-- Alexander B, Granni$ Commis$ior~r October l 1, 2007 Mr. Tom Hasek Seneca Meadows, Inc. 1786 Salcman Road Waterloo, NY 13165 Transmittal of Renewed Part 360 Solid Waste Management Permit DEC# 8-4532-00023/00001 and 84532-00023/00041 Seneca Meadows Inc. (SMD Landfill Seneca Falls (T), Seneca ( C ) Dear Mr. Hasek: Enclosed is thc Modified Part 360 Solid Waste Management Permit. Staffconcurred that all information required for the renewal application was submitted either previously, in the expansion application, or on August 15~, in the renewal application. Please note that the permit has been renewed without any modifications. Please note the new expiration date (10/10/17) and effective date (10/11/07). You may contact me at 585-226-5392 if you have any questions. SIncerely, Kimberly A. M~&ant Deputy Permit Administrator Enclosures: Renewed Part 360 Solid Waste Management Permit cc:w/enclosures: S. Turner, Nixon Peabody D. Gentilcore, Division Manager, Seneca Meadows, Inc. NYSDEC: J. Swanson, NYSDEC, DSHM D. Chiusano, NYSDEC, DER K. Leimer, Environmental Monitor, DSHM R8 cc wlthoutenclosures: NYSDEC (by email): J. Sama, Director, DEP P. Lent, NYSDEC, DEP S. Jones, BOH F. Ricotta, Regional Engineer, NYSDEC D. Rollins, NYSDEC, DOW, RWE P. D'Amato, NYSDEC, RD S. Foti, NYSDEC, DSHM M. Kharroubi, DAR, DEC R8 Involved Agencies and Representatives: M. Frechette, NYSDOT Region 3 P. Same, Supervisor Seneca Falls M. German, Esq. B. Southern, Barton & Loguidice Interested Agencies: J. Mooney, Supervisor Waterloo D. Smith, Mayor Village of Seneca Falls L. Patchen, Mayor Village of Waterloo Southcentral Regional Office Pennsylvania Department of Environmental Protection 909 Elmerton Avenue Harrisburg, PA 17110-8200 717-705-4706 FAX - 717-705-4930 CERTIFIED MAIL NO. 7002 2030 0007 9114 5999 Mr. Paul Yelinek IESI Blue Ridge Landfill Corporation PO Box 399 Scotland, PA 17254 Increase in Average and Maximum Daily Volume Blue Ridge Landfill Permit No. 100934 APS ID No. 333838 Greene Township, Franklin County Dear Mr. Yelinek: Enclosed is a permit modification to Solid Waste Permit No. 100934 for the operation of Blue Ridge Landfill, issued in accordance with Article V of the Solid Waste Management Act, 35 P.S. Sections 6018.101, et s.eq. This modification approves an increase in the average and maximum daily volume at Blue Ridge Landfill. Compliance with the terms and conditions set forth in the permit is mandatory. You have the right to file an appeal as to these terms and conditions. Any person aggrieved by this action may appeal, pursuam to Section 4 of the Environmental Hearing Board Act, 35 P.S. Section 7514, and the Administrative Agency Law, 2 Pa. C.S. Chapter SA, to the Environmental Hearing Board, Second Floor, Rachel Camon State Office Building, 400 Market Sweet, PO Box 8457, Harrisburg, PA 17105-8457, 717-78%3483. TDD msem may comact the Board through the Pennsylvania Relay Service, 800-654-5984. Appeals must be filed with the Environmental Hearing Board within 30 days of receipt of written notice of this action unless the appropriate statute provides a different time period. Copies of the appeal form and the Board's rule~ of practice and procedure may be obtained from the Board. The appeal form and the Board's rules of practice and procedure are also available in braille or on audiotape from the Secretary to the Board at 717-78%3483. This paragraph does not, in and of itself, create any fight of appeal beyond that permitted by applicable statutes and decisional law. Mr. Paul Yclinck - 2 - IF YOU WANT TO CHALLENGE THIS ACTION, YOUR APPEAL MUST REACH THE BOARD WITHIN 30 DAYS. YOU DO NOT NEED A LAWYER TO FILE AN APPEAL WITH THE BOARD. IMPORTANT LEGAL RIGHTS ARE AT STAKE, HOWEVER, SO YOU SHOULD SHOW THIS DOCUMENT TO A LAWYER AT ONCE. IF YOU CANNOT AFFORD A LAWYER, YOU MAY QUALIFY FOR FREE PRO BONO REPRESENTATION. CALL THE SECRETARY TO THE BOARD (717-787-3483) FOR MORE INFORMATION. If you have any questions about the enclosed permit or requirements of the Solid Waste Manage- ment Act, please call Mr. Thomas Hanlon at 7 l 7-705,4925. Sincerely, Regional Solid Waste Manager Waste Management Program Enclosure(s) cc: Greene Township Supervisors Franklin County Plaaning Commission COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF ENVIRONMENTAL PROTECTION WASTE MANAGEMENT PROGRAM SOUTHCENTRAL REGION FO~M NO. 13-A MODIFICATION TO SOLID WASTE DISPOSAL AND/OR PROCESSING PERMIT Under the provisions of Act 97, the Solid Waste Management Act of July 7, 1980, as mended, Solid Waste Permit Number 100934, issued on May 4, 1990 (repermitting) to: R & A Bender, Inc. PO Box 399 Scotland, PA 17254 Greene Township, Franklin County is hereby modified as follows: ° This major permit modification is issued based on the following submissions: 1. Permit Modification Application, submitted under IESI cover, received October 6, 2000, consisting of the following: Narrative Form OlF, General Information Form Form A, Application for Municipal Waste Permit Form B, Professional Certification Form B-1, Application for Certification Form HW-C, Compliance History Certification Form 46, Relationship Between Municipal Waste Management Plans and Permits Environmental Assessment Information Traffic Study This modification shall be attached to the existing Solid Waste Permit described above and shall become apartthereofeffecfiveon ,~!~ ? ~ ~ FOR/~ DEPARTMENT OF EtqVIRONMENTAL PROTECTI Page 1 of 3 Southcentral Regional Office , Penn,syb/ania Department of Environmental Protect: on 909 Elmerton Avenue Harrisburg, PA 17110-8200 klAY 0 4 2t~0 7 l%7054706 FAX - , ~ ,-, 0~-4930 Mr. Paul A, Yelinek IE$IPa. Btae Pddge Landfill Corpomtion PO Box 399 Scotland, PA 17254 Perm. it Renewal Blue Ridge Landfill Permit No. 100934 Greene Township Frarddm County De~N~. Yelinek: 1 mn pleased to enclose a permit modification approving a permit renewal for the Blue Ridge Landfill. It is issued in accordance with the Pennsylvania Solid Waste Management Act, Act 97, ~__ amended. Compliance with the limitations and stipulations that trove been set forth in your perm/t is mandatory. have the right to appeal any lirmtation or stipulation as stated on .your permit. Aay person aggrieved by th/s action may appeal, pursuant to Section 4 of the Environmental Hearing Board Act, 35 P.S. Section 7514, and the Admir~trafive Agency Law, 2 Pm C.S. Chapter SA, to the Enca-onmental Hearing Board, Second Floor, Rachel Carson State Office Building, 400 Market Street, PO Box 8457, Harrisburg, PA 17105-8457~ 71%787-3483. TDD users may contact the Board through the Pennsylvania Relay Service, 800-654-5984. Appeals must be filed with the Environmental Heating Board within 30 days of receipt of written notice of th/s action unless the appropriate statute provides a different t/me period. Copies of the appeal form and · e Board's rules of practice and procedure may be obtained from the Board. The appeal form and the Board's roles of practice and procedUre are also available in braille or on audiotape fi-om the Secretary to the Board at 71%78%3483. This paragraph does not, in and of itself, creale any right of appeal beyond that permitted by applicable statutes and decisional law. If you have any questions concerning the enclosed pema/t an&tot the requirements set forth by the Pennsytvarfia Solid Waste Management AcL please call me at the above amber. F~nclosure Sincerely, Keith C. Kerns Program Manager Waste Management Program cc: Greene Township Supe,wisors Frank/in County P!annLqg Coanmssi,an www,dep,state.pa.us R & A Bender, Inc. Greene Township, Franklin Coun .ty Permit No. 100934 Page 2 3. Response to the Department's February 25, 2000 technical review letter, received April 20, 2000, prepared by Martin & Martin, Inc., consisting of the following: PPC Plan Revisions Bond Worksheets Sheet No. L.F. 28, Construction Volumes and Landfill Construction De'tails Sheet No. L.F. 30, Proposed Revised Trash Relocation Plan 4. Revisions to ApriI I I, 2000 submission (received April 20, 2000). These rexqs~ons were submitted under 1ESI Corporation cover, received April 26, 2000, and consisting of the following: Expanded Af'~'r~Hours Fire Contingency Provisions Revised Bonding Worksheets 5. Odor control measures, submitted under IES;[ Corporation cover, received April 24, 2000. PERMIT CONTIITIONS: 1. The permit expiration date for Pemfit No. 100934 (BLue R/dge Landfill) is extended until May 3, 2010. The applicant must install a new tire wash facility by November 15, 2000. Prior to design, plans for this facility must be submitted to and approved by the Department prior to the construction of this facility. Nothing herein shall be construed to supersede, amend or authorize violation of the provisions of any valid and applicable local law, ordinance, or regulation, provided that said local taw, ordinance or regulation ia not preempted by the Pennsylvania Solid Waste Management Act, the Act of July 7, 1980, Act 97, 35 P.S. 6018.101, e_!t se__.q. ;:5 COMMONWEALTH OF PEN-,~SYLVANL4 DEPARTMENT OF ENVLRONMENTAL PROTECTION WASTE MANAGEMENT PROGPOuM SO U~D-ICENT~L REGION FORM NO. 13-A MODIFICATION TO SOLD WASTE DISPOSAL AND/OR PROCESSING PERMiT Under the provisions of Act 97, the Solid Waste Management Act of July 7, 1.980, as ~ended, Solid Waste Permit Number 100934, issued on May 4, 1990 (repermitting) to: R & A Bender, Inc. PO Box 399 Scotland, PA 17254 Greene Township Franklin County is hereby modified as follows: Th/s permit modification is issued approving a permit renewal for the Blue Pddge Landfill. This approval is based on the tbllowing submissions: 1. Permit renewal application, prepared by Martin & Martin, Inc., received November 4. 1999, consisting of the following: ' General Information Form Form A, Application fbr Mun/cipal Waste Permit Copies of Public Notice Letters Form B, Professional Certification Form HW-C, Compliance H/story Form 46, Relationship Between Municipal Waste Management Plans and Permits Capacity Evaluation PPC Plan 2. Proof of public notifications, submitted under Martin & Marlin, Inc. cover, received December 14, 1999. This modification shall be attached to the existing Solid Waste Permit described above and shall become a part thereof effective on t~AY 0 4 2~ FOR THE DEPARTMENT OF ENVIRONMENTAL PROTECTION Page I of 2 PER,~IT FOR SOLID WASTE DISPOSAL ANDrOR PROCESSING FACILITY ~me~ Pt~s~n~ HslI, Pennsylvania ~JS permit is appiic~b!a !o the L~cih!y nmlled ~s. ~' & A. Bender Landfill ai~d described R_. S A. Bdnd~r L~!ndfJll Latitude Long~cude 39° 58' 09" N 76° 33' 'Z? W This'peimit wiIi expire ...... ; r~oweveh it.iL subLecttooridr ;evocati~ or suspens*on ~y t~ Secretary o~for ~ny vioiatiod bfthe Iow u.de~ which ffis issuedm ~ a:ny &o~bon of ~e ru}eS and regulations au~or~ed ~ereUnde~ or for n~o~ Phase ~ of Ehe ~roup. d '~a~er ~ Module (e~c].o~ed) must ~a submitted sixny (6Q) day~ oF :he date of Chis pR~i% oF ~even (7) days pri~r operation ~hichever is Assoc'_ate Depuc¥ Secra~ar? f~r Mines ~nd %and ~007 ~aW 14 8:~3RM IESI BLUE RIDGE LF 717709901~ ~ost Mun~cipslity Agreement By and Between Greene To~nship and IESI PA Blue Ridge Landfill Corporation This Host Munlei 2005 byand between II~SI PA Blue Ridge Lani WHEREAS, the 3[ County, Pennsylvania; an Blue Ridge Landfill (~e ' W~mte Mangement Permil WHEREAS, it is i to provide for wastes to b( WHeReAS, the P issued p~mits which allot WHERBAS, on A~ modification to increase fl corPD'') arid the maximu~ at the Landfill; and WHEREAS, thc ] modification to the perm~q MCI;, and WI-~REAS, the I- IBSI currently is $1.00 pe basis, pursuant to the Act, 53 P.S. §§ 400~ 101- . NOW, ~O consideratioia receipt ofw and IESI ~gree as follows Section 1 - Ho~t Fees m~, A. The parties acknox cm~eutly is $1.00 a quarterly basis, ] Waste Reduction. 1302 (the "Current ality Agreement (this "Agreemenf) is made this ~_~day of December, :ne Township (the "Township"), a township of the second class, and fill Corporation ("IESI"), a Pennsylvarfia corporation. awnship is a township of the second class located within Frarfld~n ~ a waste management company whiCh owns and opexate~ the .?.SI .~dfill") locatod-ctithin the Township under pennsylvania Sohd No. 100934; and . 1 the interests of IESI to maintain tho Landfill as a viable business and received and disposed of at the Landfill; and mnsylvania Department of Environmental Protection (the '~DEP') has ~ IESI to operate the Landfill (thc '~DEP P~mit$"); and tgust 31, 2004, DEP approved IESI's request for a major permit .e quarterly average dally volume ("ADV") to 1,450 tons per day daily volume to 2,000 'TPD of waste to be received and disposed of wnsbjp appealed the DEP's decision to approve the pexi~t 'lvarda Environmental Homing Board, at EHB Docket No. 200¢-2,40- }st Municipality Benefit Fee (tho "Host Fee") paid to the Township by ton for all solid waste received at the Landfill, paid on a quarterly sylvania Municipal Waste Planning, Recycling and Waste Reduction [000.1904 ("Act 101"), at 53 P.S. § 1301-1302; and ~ in consideration of the f~regoing and for qther good and valuable ich is h~reby acknowledged and inttmdmg to be bound, the Township ! Supplemental l~ee fledge and agree that ~e Host Fee paid to the T°Wrmhip by IESI )e~ ton for all solid wage received for disposal at the Landfill, paid on m'suant to the Pennsylvania Municipal Waste planning, Recycling and ~ct, 53 P.S. §§ 4000.1014000.1904 (''Act 101''), at 53 P.S. § 1301~ Host Fee"). OitK INAL 2~007 ~a~ 14 8:23RM IESI BLUE RIDGE LF 7177099012 p.3 Seclion 2 - Laudfill Exp~ The Township agri requesting increases in the expansions of the Landfill in accorc~ce with ~I1 app~ time that such appli¢~ti6as shal! occur e~tirely within Section 3.%Out-of-State ~ asion es that it will not oppose I~SI's appl/cations for permit modiflcafiom disposal capacity of the l_~dfili through horizonta~ and/or ve~ica/ and/or increases in the ADV provided: (1) that such applications are cabl valid lsves, ordimtaces, are filed; and (2) that any horizontal expansion of the disposal area '2lo currently permitted area ofthe Landfill, Vaste The Townsh/p agr~ that I~SI and the Laud/ill may acc~p;t waste from any po/nt of in accordance.with federal or state law. This Agreement sh period of sixteen (16) yea~ th~-rea/k~'r, unless e/thor pa sixteen (16) year t=tm that Section 5 - MisceHnneom This Agreement is' including but not i~ The obligations of IESI agrees that with thc land (as m same is released oz conditions and othe operator, The pm-ti Recorder of Deeds The parties agree ti k/nd in may person fll become effective upon execution, and shall continue in effect for a t, and will be automatically ¢xt~ded for an additional five (5) years ~ notifies the other in writing at least 60 days before the end of the they object to the five (5) year extension of the Agreement ~t~red into by the parties pursuant to the provi~ions of Act 101, fited to 53 P.S. §§ 4000.304(b) and 4000.130L ds Agr~ment apply to the succesaors and assigns of tho partie~. ~bligations under this Agreement shall constitute a covenamt running :h land is described in Attachment A hereto),Unfil such time aa ~c aaodified by written agreement of the paxties, so that the t~tum, r commitments must be mo¢ by IE$I and any future owner or m agree that this Agreement shall be recorded/n the Office of the For Franklin County. at this Agreement does not and is not intended to create right~ of any )r entity not a party to this Agreement. IESI agrees to dcfc: rd, indemnify and hold harmless the Township, its Supervisors, officers, ~nployee4, agents and representatives from and against any and all losses, damages, suits, cl '~a~_, actions, penalties, demands, liabili~, costs and expenses of whatever nature, fo~ damages, injuries and loses of every kind and nature to persons and prop~'ty, including prope~ arising ou~ IBSI or any subsidi subsidiary corporat but not limited to death of any person and loss of the use of any of any willful misconduct or negligent activity, error or omission of try corporation of IF. SI or the parent corporation of IESl, any on of the parent co~oration of IESI, or any officer, director, agent, · contract.or or subcontractor of the parent corporation or s~ws~o~ary corporauon or~c concermng IESI's operation of the rESI Blue Ridge Lan~lffll or arising out of or resulting from any failure of IESI or any subsidiary corporation o :'IF_,SI, parent corporation of [ESI, subsid/ary corporation cf the parent corporat/on of [ESI or any officer, director, agent, employee, contractor or subcontractor o£ IBSI, an~, subs/diary coq~oration ofl]LSI, the paint corporation o£IESI or any subsidiary..corpora~ IESI to duly perform or observe any mn-a, provision, cox Algeement on the pa~ of I~SI, and an~ncgligenoe, care~ p~ oflESI arising from or in a cormcction with IESI's ~ ion of the parent corporation of. ~nant or condition of this es~lcss, action or lriaciio~l on the Juries under t~is Agreement. Upon execution ofth/s Agreement, the Township shall i~mnedistely cease its opposition to the .August 31, 2004 m~jor pcaii~it modification issue~ to 1ESI and shall withdra% with prejudice, the appeal before the pennsylvania Environm~mtal Hearing Board at EHB' ' Dockot No. 20.04~.240-MG. The Township also shall provide a copy of the Agre~ent to the Pennsylvama Department of Bnvkonmental ProtcctiSn, along w~th a totter statm8 that the Township and IESi havc entered into a host mun{ci ~I agreement. IESI shall maintain environmental, impairment liabilit taat which is required to be malntaimxt by the P~msylw Enviromn~ntal Protection for claims of liability against ~ Supervisors, its officers, employees, agents and represet provide cov~ragu for environmental impairment liabilit satisfying claims of bodily injury and property damago 1 relating to pollution occurrences arising from the oporat insurance coverage nh~Lll be continuously maintained in Agreement until the effective date of closure certificaric l/v/dence of the existence of said insurance shall be prov request. This Agr~ment shall constitute the entire intograted agr, or contemporaneous communicalions or prior drafts shal purposes of deteamining the moaning or ext~nt of any pr ~surance in an araount equal to ma D~pa~tment of he Township, the Board of tatives. Said insurance shall finsncial assurances for ~ third ptLrties caused by or )n of the Landfill. The all force from the date of this t under 25 Pa. Code §271.341l, ided to the Township upon ;ement of thc parties.. No prior t bo rolevant or admtasible for ~ws~ons harem m any littgatio or othe~ proceeding. In case any provision of this Agreement shall be doeme~ invalid~ illegal or unenforceable by any court of competent jurisdict/on, it shall, to tho extent possible, be modified i~. such rammer as to be vahd, legal and enforceable, but so as tc retain the intent of the partle~. If such modification is not possible, such provision shall In either case, tho validity, legality and enforccabihty of Agreement shall not in any way be affected or impaired No changes, additions, modifications, or amendments ot effective unless ~hey arc sot out in writing ~nd signed by Agreement may be signed in cotmt~rpart. be severed from this Agreement. the remaining provisions of this :hereby. this Agreement shall be the parties hereto, This ~007 ~a~ 14 8:23RM IESI BLUE RIDGE LF 7177099012 p.S J. . Attached hereto aathoriziug the T( Board of SupervL~ K. Attached h~r~-to is PA Blue Ridge La of the corpora6on By: (Title) ia r~olution of the Board of Supeawisom of Greene Township arnship to enter into this Agreement and dgaifying the authority of the )rs to enter into this Agreement on behalf of the Township. a notarized affidavit certifying that the undersigned officers of iESI ,drill Corporation are author/zed to execute this Agreement on behalf EREOF, the parties have caused, tide Agreement to be executed on the day and year first written above. GREENE TOWNSI~* ,7 (Title) · cria,Ou - _ Commonwealth of Penn`s, who acknowledged himse Corporalion, a Pennsylval do so, ex.ecuted the foregt of the corp0rat/on by him State of Pemmylvania County of Fmnldin On th/s, the~-~ay of D, ~ocmber 2005, bofore me a Notary Publio,/n and for the 4van/a, the forogolng officer, personally appeared g'D~ [f~ be thc Vice Pres/dent of EESI PA Blue Ridge Landfill da corporation, and that he a~ such Vice President being authorized to ~ing inslrument for th~ purposes therein contained by signing khe n~mez ' ;elf as Vic~ Pre. dear, - IN WITNESS WHEREOF, I have hereunto set my h/md and official s~al. Slate of Pen~.~ylvania County of Notary Public On this, the day of I~ ~xnber 2005, before me a Notary Public, in and for th~ Commonwealth of Pennsylvania, the foregoing officer, personally appeared who acknowledged him.~e If to be the rico President of IESl PA Blue Ridge Landfill Corporation, a Pennsylva~ da corporation, and that he.as such Vice President being amhorized to do so, executed the foreg( ng instrument for the purpo~e~ therein colltainod by s/~aning the name of the corporation by him ~lfas Mice President. I'N ~/fI'N~SS WI-I~REO]~, I have hereunto s~t my hand and official seal, Notary Public ~0~7 Ma~ 14 B:~48M IESI BLUE RIDGE LF 7177088012 p.7 State of Pennsylvania County-of Fra~kliri On this, the ii'day of Dr Commonwealth~of Penn~ who acknowledged him.se Towmhip, and that he as: instalment for the purpos~ Supervisor. IN WITNESS WI-IEREO] cembor 2005, before me a Notary Public, in and for the ]vania, the foregoing Supervisor, personally appeared £to be one of the Supervisors of Crre~no Township, a Second ClaSs uch Supervi,or being authorized to do so, executed the foregoing s ther~ contained by signing the name of the Towmfl~ip by ', I have hereunto set my hand and offieiat seal. ' ..... State of P,nnsylvania Comity of FrankJin ' On thai, the iii'al'day o f De~'nlber 2005, before me a Notary Public, in and for the Conimonwealth of Pm~va.rfia,j the foregoing Sup. ervisor, personally appeared C-- who aclmowledged himse~£to bo one of the Superwsors of (]reeno To,amship, a Seoond Class Tovalsbip, a~ad that he as Such Supervisor being authorizexl to do so, executxxl the foregoing mstrumeat for the purpose~ therein contained by signing the name of the Towaship by himself as Supervisor. Dx[ '¢FITNF:sSS WI-IER]~Ot I have hereunto setmyhand and official seal. :r ' State of Pennsylvarda ] ~ ~ . .~ ~. County of Franklin this, &.... day of De~m~er 2005, before me a Notary Public, m and for Conlmorlwealth of Ponnsylmmia, .the foregoing Supervisor, personally appeared ~ who acknowledged himself to be one of thc Supcrvisors of Orecne Tov, nlahip, a Second Class Townstdp, and that he as ~uch Supervisor being authorized to do so, executed the feregohlg il~tmme~t for tho purpose~ therein contained by signing th~ name of the Township by himself Supcrvlsor. ~ WITNESS WHER. EO~, I have hereunto set my hand and official se~l. ~EC PE~IZT WLt~GER '/ D Artlc[e ~5~ TftLe 1~: ~e~ 0 other.- YORK STATE DEPAgTKEHT O;= E~VII~ENTAL CON:~EAYAT)I~fl .O PERMIT conservation.thy COJ~TY Suffolk anc~ 4~ tom per day of Jl~-nltcipel cility authorized to process J,O00 cubic yards of construct|c~ and demolition debris, Facility shall operate in accordance with the Engineer;rig Eeport pre~ared Aprfl 2004. Roger £wn$ CAF J eLd~. 40,. S~NT, Bocm ~19; Stony Brook, NY 117~0-23~6 DATE ~.y 14, 20o~ Page ! of 7 Item A: Parrrfl~ee ~ocep~ , The permlt~ee expressly egre~ S~ of N~ Yo~, ~ rep~se~ extent a~dbutab~e ~ ~e connexion ~ °rope~on a~ r not ~n ~mp~ance w~.~e te~ su~, actions, or damages claims, su~, or antlans naming a~y cities suit or ci~ Hgh~ Item B: Pe~iffee's C~ ~e pe~[~e is responsible respons~ir~ ~ ~mply ~ ~ ~e perml~d a~v~es, and Consewa~on ~w as those pm~ ~tem C: Perm~ee The peewee b res~nsible be required ~ ~ out ~e Item D; No Right to Tms~ rIFICATION OF OTHER PERMt'I' *tlr..E OBLIGATIONS la! Resp~es[b~ity and Agrees to Indemnlffcaflo~ lo indemnify and hold harmless the Departrn~t of Environmental ConservaUon of the 'es, employees, and agents ("DEC") for all claims, su~ts, actions, and damages, to the O's acts of omissions in conr.~ectioe with the permittee's undertaking Of acrvities in ']ain~nance of, the facili[y or facilities authorized by the permit whelfler Jn compliance a and conditions of the permiL .This indemn~catJon does not extend to az~y c~Ima, ~xtent affrJbulabl~ to DEC's ow~ negligent or intentional acts or omissions, or to .~ aEC and arising under article 78 of the New York Civil Practice Laws and Rules or ;Jan under federal or state laws. ~ to Comply with permE or informing Its independent conlractom, employees, agents and assigns of their ~rmit, including ail special cond. itions while ec'Eng as the permitte o's agent with respect h persons shall be subjeCt to the ~ame sanctions for violations of the Environmental ~3ecl for the permlEee. for Obtaining Other Required Permits ~btaining any other permits, approvals, lands, easements and rights-of-way that may ~.s that are authorized by this permit ~r Interfere with Riparian Rights This permit does not convey t~ ,fie pen'nille~, arS' ~ght io trespass upon the lands cr interfere with the dparian rights of othem in order to perforro the ~rmitted world?or does it authorke the impairrnen! of any rights, tills, or In~,erest in real or personal properly held or ves~ in a person not a patty te ~e permit Ii ENERAL CONDITIONS General Condition '1: Fa cilia, i~.apecfion by the I~epa rtment The permitted site or facility, i~ud[ng relevant records, is subject to inspection at raasorrable hours and intervals by ~hneaUlho.r~ed.represe. ntative .o.f.~ Deps..r~ent of Environmental Conservation (~e Department} to determine whether perml~ee ~s complying wire t.r~ permit and the ECL. Such representative may order the work suspended lSursuant to ECl. 71-O301 and SAPA 401(a~ The permittee shall provide a ~{"s on ~ accompany ~he Departmenffs representsrve during an lnspec~on to the permit ~a when requested by' the De~ment. A copy of this permit, includin~{~l referenced maps, drawings and special conditions, must be available for inspection by the Department at all times a..t~he project site er facility. Failure to produce a copy of the permit upon request by a Department represenSn§ve is a ~.b..tion of this permit General CondElon 2: Reiatiori~'~ip of this Permit to Other Departm ent Orders and Determinations Unless expre?sly provided for,~ ~ Ihs Department, issuance of this permE does nat modify, supersede or rescind any order or determmaron previouSl',~ ssued by the Department or any ot the terms, condYdons or requirements contained in such order or determination. General Condition 3.' The permiltee must submit a permit. Such application must ir~ read,callas or transtar'granted I The permi~tee must submit a, a) 180 days before exp~H Waste Management Fac~'tities ($WMF); an b) 30 days before expire Submission of applications NYSDEC Regiona~ Permit General Condition 4: The Department reserves the, The grounds ~or mod[f'marion, a) mab~rially false or ina, b} failun~ by the permitte cI exceeding the scope ~ d) newly discovered mat or applicable law or m e) noncompliance with p Environmental Conse~ ,ns for Permit Renewals or Modifications orate wriEen application to the Department for renewal, modhScation or transfer ofthis ~de any forms or supplemental information the Department requires. Any renewal, the Department must be in wdting. ewei appllca~on at least: ~n of permits ~r State Pollutant D~scha rge Elim [nation System ($PDES), Hazardous cilities (HWMF), major Air PoJk~tion Control (APC) and Sol~d Waste Management n ~ allother permit lypes. -~rmit renewal or modification ere to be submilted to: Jministrater, Regbn 1, SUNY Bldg ~0, S~ony Brook NY 11790-2356 ~rmlt Modifications, Suspensions and Revocations by/he Department Iht to modh'y, suspend or revoke this permit in accordance with 6 HYCRR Part 621. ensign or revocation include; ~rete sfateme~ls in the permit application or suppo~ng papers; o comply with any terms or conditions of the perm~ ~e project as described In the permit application; al information or a material change in environmental conditions, relevant technology larons since the issuance of the e×is~ng permit viously ~ssued permit cond~0ons, qrders of the comm~ssl0nsr, any' provisions of the ation Law or regulations of the Department related to tt~e permitted activity. '00004 ~1 { PAGE~F7 2. Tho Permittee is day of construe, rio wast, (MSVO, TI-ZE TWO 7WAS[ mOrO than 14000 3. Solid waste to begd debris (c,~r)) and Ila~xlous wast~ prohibited.' 4. Hours and days o~ through Saturday. operations tnTtil 8: 5. Operating hours 6.'00 AM for the Tom-namenl at Waste following;' Only tour~ametlt ar¢a other vehicle recorded during t2 by the facility; no the~e e~rt~ndocl c 6. The Permltiee sim liquid and ' shall be located d, dJ~..o 02ftSt00 004 132.l:cr£gS]:i]: [ O± SPEC/AL CONDrlqON.9 Management of NY, LLC, must strictly conform to tho provisions Part 360, effective December 31, 191~8, revised November 24, ~ering Report dated April 16, 2004 and prepared by Gannett Fleanlng hpriz~d to receive and pro~ess up to 1,000 cubic yards (500 ~ d~Hfion deb~ (C~) ~d 485 tom per day 0f m~ci~ solid ex~ a m~ of 990 ~m ~cr day avcmg~ ov~ a ~o ~ p~o~ g S~S S~L BE ~T S~ATALL ~S. No ~ic ~ds ofm~ mayxem~ on site at ~ one ~e. At ~e end , MSW ~ill ~ on ~e ~ing floor. Ovc~t ao~ge ~W ~ by ~b ~c~ s~l bo I~d wl~g bfit not li~t~ to{ pe .m~.'.on shall b¢llimited to between 6:00 AM and 6:00 PM, Monday addition, tho facil/ty may perform ma/ntanauce and cleanup PlVL Facility hours of operation must not conflict with local zoning [he week of June 13. 2004 shall be extended from 6r00 PM to pose ofprovlding waste collodion sen, ices to the US Open Golf h;nnecocX l-Iil]s Golf Club, located in the Town of Southampton. { collection servio~s during this time period shall comply with the ~te Management trucks d~liverlng waste containem from the golf wed access to the facility, the transfer station shall be closed to all dn.-'mg these extended_ horns of opexation; melt w¢ightg wffi b~ ~¢ hours and added to tho daily volume calculations being mainta~, ed ~.essing of waste or loading of tong haul trucks shall occur during ~fing hours; rids ext~naion of operating hours shall expire once the 1 Golf Tourrmnvnt has ended. lost sign(s) showing hours and days of operation, and the fa~t thal wastes are pmbibited from being accepted at the facility. All sign(s) that they are visible to any vehicle appr0aehing the facility entrance. ,. I1. The Pemaiaee .sI Odog ) and no i prac~ cable, m~ local zoning or( The Pcrmiltce sl ~ccordance wil~ All fadl/ty acti~ included bui not building. No At the end ofe ctean of any an< A supervising a~ shall inspect all SPECIAL cONDITIONS operate in a manner that will, at all times, control the generation of Facility °pemt/onS and ~ahtenance shall, to the greatest extent ~/ze vector potent/aL Additionally, off site noise levels shaN not exceed ~anee limits. ~ ll maMt~n adequate fire protection equipment at all times, in ocal authorities. [es relaed to the reeyclables handling and tra~fer of solid waste, :mired to fipp(n~ sorting, emsh~g, etc., shall i~e performed inside the d w ~,aqte stmtl be.placed on the ground outside the building for may workday, all are~ used for the processing of solid waste shall be swept H debris. ~o water or cleaning fluids shall be ~ed to faei~tate dally dant shah be on duly during all hours of operation. The attendant .hicles entering thc facility and shall reject any load~ eOnm~n~,g 12. 13. /~ the attendanl shall __ othcr lranspo/-ter to ~ .]mil be ,' shall be (51i a minimum, the (4) (6o) tbs · (50) tbs , unauthorized m~lerhls are received at the facility, the supereising eontainerlze the material, secure it, and sep~uate it from the on site. The attendant shall then retain a 6NYCRR Pert 364 permitted , remove ~d dispose of the material. A written report of the event [ to the Department with/n five (5] bus/ness days. All co~espondence Waste Engineer S'tate Department of Environmental Conservation NY 11790-2356 in centa/ning small leaks and spills. At have on hand the following items: gallon drams 'bode acid 'sodium bicarbonate absorbent PAGE 4 OF 7 SPECIAL CONDrHONS I! notify the Depa'tmeat within twenty fo~ (24) hours of the 'event which causes the facility to cease operation for a period of forty more, A written report of the event shall be submitted to. the five (5) business days. All verbal, and/or written correspondence shall Engineer at the address Specified previously. SUBJECT TO ] REPORTING nalatalned by the Permittee at the facility. THE DAILY LOG INS v' BY A DEC EN'VIRONMENTAL MONITOR AS PART OF S AND MUST BE MADE AVAILABLE IJPON minimum, the daily log shall include lhe following information: di o a a nolation delivery of solid waste received; of all recyclables shipped off site; ~he Permitte~ Ms .confirmed receipt of and/or shipments entered into the daily log. Tile fo receive. The origin the daily The Permi~ etc. to supp' ALT, WEIG 16. ~ENVIRO~ An accoun' c~ablished The Envir0 Order on C aad effect' ~ _ PERMrI' 4--472~.-O0765/DD0tM waste ~hall be one of the two wastes-the Pcrmittee is authorized shall be expressed ia traits of either cubic yards or tons. o client~ or customer~ (if solid waste is received from along a pickup route, the daily log shall indicate as such via a route am* or amber). The destination shall be the name and loeatinn of dmT vendor or ora d'mposal location. The Permittee _ehnll ll0aiatain br seven CO years after their creation shall maintain, at the facility, all weight licker% disposal reeeipls, the emaSes made into the daily log. AS WITH THE DAILY LOG, T TICKETS, DISPOSAL RECEIFI'S, ETC,, ARE SUBJECT TO 'ADEC ENVIRONMENTAL MONITOR. AND MUIST BE 1VIADE LrPON REQUEST. MONITORING fund environmental monh~ring compliance activities shall be ith the Deparmen! as follows: . aental MonitOr Account which was established in Schedule A of the ~sent/Sfipnlatiaa. effective April 2i, 1993 shall remain in full force ~th the sum remaining at Twenty Five Tlaousamt DOllars ($25,000). I " I"PAGE6 OF7 Z'd I~LTfil-'F..~31; i 1:: Ol :L~qN4 2 ~' :,qft O) (!) O) ~1__4Z22-00765100004 This sam is subject to qu the Perrr~tre~ s~ffici~nt tO i advance acc~ ~e d~fion t ~erly ~ D~t pe~0~ leme ora vet md mat~al: f~s. Inflation/nc OVerhead or: As noted, the all costs o£~r account facto · C bat,.nee, ~ on-site monit supeawisors. Witt n Department. NYSDEC. /qYSI 50 W, .Albax ~ect on an estimate of the first year costs for such activities and is ~erly revision. Subsequent-quarterly invoices shall be subm/ttvxt to br the duration &this agreement to maintain an account balance get the next nine months' p~oje¢ted expenses. This nine months at shall be maintained and the quarterly payments shall be made for this permit in accordance with the following provisions: ce co~s to be covered by this fund include: services costs and fringe benefits of the environmental monitor(s) ,onJtof supervisor(s), including the cost ofreplacengent personnel 0 regularly assigned to these positions. xmal services costs, including but not lknited to the pttmhase or and ~t s ;:full operating costs, eqmpment, travel, traimn~ suppli*s md any appropriate chem/eal smnPling and la§orato~ analys/~- ses and negofiattd s~lm-yincreases. tirect ~uppo~ costs at thc annub]ly calculated indirect cost rate. L~oartment may revise the reqxfired quarterly mount due to include ~i~ring to the Department The quarterly revision may take into such as inflation, salary increases, accraed interest to be applied w miles in operating hours and procedures, the need for additional and m~pervision of such monitors by full time monitor days cf receipt of a quarterly statement/invoice from gae yment shall be forwarded to the Department payable to the merit shall be sent to: fRoad, Room 608 . Ny 12233-1510 [reemr, Environmental Monitors , be in advance cf the period in wMch they will be expended. PAGE 6 OF 7 Upon ~¢nn/ cxl~s,.tl to ibc Perm F~ure to ie · The Dep~'U~ tot~ thro-¢ specified pr~ SPEC/AL CO'NDI'HON $ tion 0fthis permit and the payment of any outstanding costs and Depa~ Imcnt shall return the unCXPended balance, including interest, n/t '.t~mely payments may be considered a v~olaticm of th/, perm/t. nt nmy t~ke appropriate action tO eriforce payment provisions. RK Part 360-1224(¢)(I) &(2), the PermJttee shalifi/e with the mual _re. p0 '.~_. Said reports shall Jn~!ude monthly breakdoWnS 0£ al and rcc2~lables ~ccoverex[, by categ0-'7. All reports shall be dplicate, to ~he Regional Solid Waste Engineer at thc address o~ly. 6'd OZIC~B~L~: PAGE 7 OF 7 WINTERS YAPHANK TRANSFER STATION DETAILS Location: District/Section/Block/Lot: Acres: NYSDEC Permit #: Expiration Date: Permit Capacity: Weigh Scale/Model: Existing Mechanical Equipment: Proposed Mechanical Equipment: Site Manager: Operating Personnel: A82 Old Dock Road, Yaphank, New York 11980 0200/777/4/6.1 8.76 1-4722-00765/00001 September 14, 2009 485 Tons Per Day of Municipal Solid Waste 1000 Cubic Yards Per Day of Construction and Demolition Debris One (1) Mettler Toledo/Emony Highway Payloader Trommel Excavator Sander Utility Vehicle 1 Volvo 1 Catepillar Retech 1 Catepillar 1 Chevrolet 1 International Harvestor Corp. FAES HTR-300 Baler w/100 TPH MSW Capacity Manual Picking Station for Separation of Plastics, Metal, OCC and Paper Tom Acca~i 5 Total 1 Site Manager 1 Equipment Operator 2 Weigh Scale Operators 1 Laborer DISPOSAL FACILITY INFORMATION NOTE: -- T AN INFORMATION SCHEDULE MUST BE COMPLETED FOR EACH O DISPOSAL FACILITY AND ATTACHED TO THIS PROPOSAL. FOR THE W PURPOSES OF THIS FORM, A DISPOSAL FACILITY IS ANY LANDFILL, WASTE TO ENERGY FACILITY OR OTHER FACILITY LAWFULLY N PERMI]-rED TO ACCEPT SOLID WASTE. The following is information on the undersigned Pmposer's Solid Waste Disposal O Facility: F 1. GENERAL Name of Facility: IESI PA Blue Ridqe Landfill Corporation 0 Type of Facility: Landfill Y Address: 1660 Orchard Road S T Chambersbur9, PA 17201 Mailing Address (if different than above): PO Box 399 Scotland, PA 17254 E R Telephone: (717) 709-1700 B Mileage from the Facility lo the OBSWDC: 253 miles A Name Address and Telephone Number for: Y Facility Owner: Facility Operator: Same as above Same as above Years of experience: Facility Owner: 10 . Facility Operator: 10 DISPOSAL FACILITY INFORMATION (Continued) 2. CURRENT OPERATIONS A. OPERATIONS PERMIT 1) Pe~mi~ee: IESI PA Blue Ridge Landfill Corporation 2) Permit No.: 100934 . 3) Slate: Pennsylvania 4) Issuing Entity: PA Department of Environmental Protection 5) Date of Issue: 04/25/1973 6) Date of Expiration: 05/03/2010 7) EocIose Copy Attached B. OTHER FACILITY PERMITS List ALL other Types of Permits (i.e., Title V Air Emissions, 8PDES, etc.)/Permit No. / Expiration dates / Special Oonditions / Out of State Restrictions). Enclose Copies of Each Permit. Title V / 28-05015 / 07/30/2010 T O W N O F O Y SPDES / 803553 / 04/30/2014 S T E R C. Are there any outstaoding violations and/or Consent Orders? Yes x No If yes, explain: B A Y LOCKWOOD, KESSLER & BARTLETT. INC. Form H LKB# 8513q]1 Coz~sulting Engineers Page 2 of 9 0710612009 DISPOSAL FACILITY INFORMATION (Continued) D. Are there any outstanding lawsuits/claims against the facility? Yes × No if yes, explain: E. Does facility have an approved closure and post-closure plan? × Yes .. No F. Is any composting or recycling pe~ormed? × Yes No If yes, explain: Recycled material broueht to a dedicated recyclin~ center. ' T O W N G. Is the facility on the USEPA NPL or State Superfund List? __ Yes X No If yes, explain: O F O H. Is any wasle presently received from out of State? × Yes No If yes, explain: - No limitations in permit or host community aqreement Y S I. Is ash produced or received? --. Yes x No If yes, explain how it is handled: E R J. Are any types of non-hazardous MSW prohibited from disposal at the facility (i.e., yard waste, tires, etc.)? × Yes No If yes, list them and explain: Yard waste, tires, freon, liquids, computers, microwaves, batteries, barrels, hazardous waste A Y LOCIONOOO. KESSLER & BARTLETt-, INC. Form H LKB# 8513~1 C~qsulting Engineers Page 3 of' 9 O7/06/2009 DISPOSAL FACILITY INFORMATION (Continued) K. Are there any other restrictions on MSW disposed at the facility? __ Yes :x No; If yes, list them and explain: L. Describe types of waste accepted at facility and their sources: Municipal solid waste, construction and demolition, residual and sewaqe sludqe T No source restrictions W N M. List tests that must be performed by facility to meet regulatory requirements: Groundwater and gas O F 3. HOURS OF OPERATION, CAPACITIES AND RESTRICTIONS A. What are the PERMI]-rED operating hours of the disposal location? 6:00 a.m. to 7:00 p.m. Monday - Saturday Y S T E B. Are there any PERMI-FI-ED closure periods stipulated? When? [',1o R C. What are the ACTUAL operating hours? 6:00 a.m. to 3:30 p.m. Monday - Friday A Y 6:00 a.m. to 11:00 a.m. Saturday LOCk&~OOO, KESSLER & 8ARTLET[, INC Form H LKB# 8513~1 DISPOSAL FACILITY INFORMATION (Continued) D. What holiday(s) or other period is/he Disposal Facility typically closed? Christmas Day E. Will the ACTUAL operating hours in hours in Question 3.C be ex~ended up to the PERMITrED hours in order to accommodate Town of Oyster Bay Solid Waste? (Yes or No) No - not necessary to accommodate the Town F. What is the PERMI'VrED desiqn capacity of the disposal location in tons? 3,811,780 tons L Whatisthe remaining PERMITTED desiqn capacty ofthe disposallocafionin tons? 1,515,322 tons What is the PERMITTED annual capacity in tons for the most recent full calendar year? 387, 192 tons Whatisihe annualRECEIVlNGleveltodayintons, based onthe mostrecent twelve (12)month pedod? 354,756 tons At the RECEIVING levels in Question 3.1, what is the projected useful life in years? 11.4 years How much of the RECEIVING level in Question 3.1 is committed to "under contract" in tons? 92,695 tons How much, if any, of the RECEIVING level in Question 3.1 is anticipated to be committed "under contract" during the next twelve (12) month period? 92,695 tons T O W N O F O Y S T E R B A Y LOCk'~NOOD, KESSLER & BARTLETf, lNG. Form H LKB# 8513-O1 Consulting Engineers Page 5 Of ~ 07/06/2009 DISPOSAL FACILITY INFORMATION (Continued) M. Does the Disposal Fadlity have special waste restrictions for: No Construction/Demolition debris? (Yes or No) No Asbestos? (Yes or No). No Wastewater Treatment Sludge? (Yes or No) No Hazardous Wastes? (Yes or No). 'les Are there any existing Agreements with local municipalities which prohibit or require: Routing to Facility Weight limits between state roads and site? 0'esorNo). Yes - Route 81 South, Exit 20 only Number of Vehicles? (Yes or No). No Vehicle Size? (Yes or No)_ No Municipal Solid Waste importation outside jurisdictional area? (Yes or No). No Host Community Benefits? (Yes or No) Yes 4. ENVIRONMENTAL INSURANCE A. PRIMARY 1) Amount: $13,650, ?00.36 2) Name of Surety.: Everqreen 3) Expiration Date: 05/09/2010 4) Are other Municipal entilies listed as additional insured?(Yes or No)No B. SECONDARY 1 ) Amount: 2) Name of Surety.: 3) Expiration Date: 4) Are other Municipal entities sled as addit onal insured?(Yes or No) T O W N 0 F O Y S T E R B A Y LOCKWOOD. KESSLER & BAR't'LETT, INC. Form H LKB# 85~3~t Consulting Engineers Page 6 of 9 07/0(;/2009 DISPOSAL FACILITY INFORMATION (Continued) 5. EXPANSION PLANS A. APPLICATION PERMIT 1. Permittee: No current plans 2. Application or Permit No.: N/A 3. State: ~/A 4. Date of Submission: N/A 5. Copy Attached?(Yes or No) N/A 6. Submission Status with Respect to: a. Expansion et current site or new site? b. Local Citizenry reaction: c. Regulatory agency: d. Litigation: e. Likelihood of success: Nih N/A N/A B. If successful in Question 5.A, what is the additional desiqn capacity created in tons (do not include any figures from Question 2)? T O W N O F O Y S T E C. What is the projecled useful life in years of the disposal site with the inctusion of the additional design capacity from Question 4.B? R B D. Would you be willing to share with the Town of Oyster Bay engineering reports utilized for the preparation of the Operating Permits on Expansion Application? (Yes or No)_ A Y LOCIONOOO, KESSLER & 8ARTLE]/. INC. Form H LK8# 8513~)~ Consulting Engineers Page 7 of 9 07/06f2009 DISPOSAL FACILITY INFORMATION (Continued) E. Engineer of Record for Proposer's Disposal Facility: 1. Firm's Name: Martin and Martin 2. Fi~n'sAddress: 37 South Main Street, Chambersburg, 3. Firm's Telephone No.: (717) 264 -6759 4. Contact Person; Richard Bodner, P.E. PA 17201 6, ATTACHMENTS Attach copies of all permits required of the disposal site and a copy of all agreements, performance bonds and insurances between Proposer and permit holder to use the disposal facility(s) durin9 the term of this Contract. T O W N Are you willing to meet with representatives authorized by the Town of- Oyster Bay to O discuss your short and long-term disposal capabilities? (Yes or No) Yes ' F O Y S T E R B A Y LOCK'WOOD, KESSLER & BAR'FLET~. INC. Form H LKB# 85t3-01 Consulting Engineers Page 8 o[ 9 07/06J2009 DISPOSAL FACILITY INFORMATION NOTE: 0 AN INFORMATION SCHEDULE MUST BE COMPLETED FOR EACH DISPOSAL FACILITY AND ATTACHED TO THIS PROPOSAL. FOR THE W PURPOSES OF THIS FORM, A DISPOSAL FACILITY IS ANY LANDFILL, WASTE TO ENERGY FACILITY OR QTHER FACILITY LAWFULLY N PERMI~FED TO ACCEPT SOLID WASTE. The following is information on the undersigned Proposer's Solid Waste Disposal O Facility: F 1. GENERAL Name of Facility: Seneca Meadows Landfill NYS Part 360 Solid Waste Management Type of Fadlity: Address: 1786 Salcman Road Waterloo, NY 13165 Mailing Address (if different than above): same O Y S T E R Telephone: (315) 539-5624 Mileage from the Facility to the OBSWDC: 324 Name Address and Telephone Number for: Facility Owner: Facility Operator: Seneca Meadows, Inc. 315-539-5624 1786 Salcman Road W~-ter!eo, ~Y 13165 Years of experience: Facility Owner: 26 Facility Operator: 26 B A Y DISPOSAL FACILITY INFORMATION (Continued) 2. CURRENT OPERATIONS A. OPERATIONS PERMIT 1) Permittee: 2) Permit No.: 3) State: Seneca Meadows, Inc. 8-4532-00023/00001-0 Mew York New York State DEC 4) Issuing Entity: 5) Date of Issue: 11-26-2008 6) Dale of Expiration: 10-10-2017 7) Enclose Copy_ x B. OTHER FACILITY PERMITS List ALL oLher Types of Permits (i.e., Title V Air Emissions, SPDES, etc.)/Permit No. / Expiration dates / Special Conditions / Out of State Restrictions). Enclose Copies of Each Permit. Attached as Appendix A1 T 0 W N O F O Y S T E R C. Are there any outstanding violations and/or Consent Orders? Yes x No If yes, explain: B A Y [OCk'WOO~). K~SSLER & BARTLETt. INC Form H LKB# Con$~lling Engb~ee?~ Page 2 of 9 0ll06rz009 DISPOSAL FACILITY INFORMATION (Continued) D. Are there any outstanding lawsuits/claims against the facility? Yes × No If yes, explain: E. Does facility have an approved closure and post-closure plan? × Yes No F. Is any composting or recycling performed? __ If yes, explain: Tire Recycling Facility x Yes No T 0 W Yard Waste C0mpostin9 Facility N G. Is the facility on the USEPA NPL or State Superfund List? × Yes No If yes, explain: Tantalo Site - Not associated with active landfill O F area - see attacheil_EIlvironmental Site Remediation Datab~Ae information H. Is any waste presently received from out of State? × Yes __ No If yes, explain: Approximately 18.5% of Waste receivecl at facility O Y S in 2008 was from out of NYS T I. Is ash produced or received? x Yes __ No If yes, explain how it is handled: MSW Incinerator Ash received at facility is E R commingled with incoming waste stream B J. Are any types of non-hazardous MSW prohibited from disposal at the facility (i.e., yard waste, tires, etc.)? x Yes __ No If yes, list them and explain: See Appendix B Attached A Y LOCK~VOOD. KESSLER & BARTLEVI-, INC. Fori~l H tNB# 851~01 Consulting Eng~neer~ Page 3 Of 9 07106t2009 DISPOSAL FACILITY INFORMATION (Continued} K. Are there any other restrictions on MSW disposed at the facility? x Yes No; If yes, list them and explain: See Appendl× B L_ Describe types of waste accepted at facility and their sources: Attached Table 1 from 2008 Annual Report Contained in Appendix A2 O W N M. List tests that must be pedormed by facility to meet regulatory requirements: See Appendix B O F 3. HOURS OF OPERATION, CAPACITIES AND RESTRICTIONS A. What are the PERMITTED operating hours of the d sposal localion? Monday - Sunday 6am - 6pm Y S T E B. Arethereany PERMITTED closure pedodsst~ulated?When? New Years Day, Memorial Day, July 4th, La'or Day Thanksgiving Day, Christmas Day R B C. What.a. re the ACTUAL operating hours? ~onaay- Friday 6am - 4pm A Y Saturday 6am - ll:30am LOCKWOOD, KESSLER & BARTLETt'. INC Form H LK8# 85134)1 DISPOSAL FACILITY INFORMATION (Continued) D. What holiday{s) or othe( period is the Disposal Facility typically dosed? See response in 3B Will the ACTUAL operating hours in hours in Question 3.C be extended up to the PERMITTED hours in order to accommodate Town of Oyster Bay Solid Waste? (Yes or No)_ Yes it necessary F. What is the PERMITTED desi.qn capacity of the disposal location in tons? 6000 tons per day What is the remaining PERMII~rED desiqn capacity of the disposal location in tons? See Appendix A2 What is the PERMI'rrED annual capacity in tons for the most recent full calendar year? See Appendix A2 What is the annual RECEIVING level today in tons, based on the most recent twelve (12) month pedod? See Appendix A2 At the RECEIVING levels in Question 3.1, what is the projected useful life in years? See Appendix A2 How much ofthe RECEIVING levelin Question 3.1is committed ~ "under contmct"in~ns? Approximately 50% How much, if any, of the RECEIVING level in Question 3.1 is anticipated to be committed "under contract" dudng the next twelve (12) month period? No anticipated maior chanqe T O W N O F O Y S T E R B A Y LOCKWOOD. KESSLER & BARTLETT. INC Form H LK8# 8513~)1 Co,3suili~g Engineers Page 5 of 9 07106/2009 DISPOSAL FACILITY INFORMATION (Continued) M Does the Disposal Facility have special waste restrictions for: Construction/Demolition debris? (Yes or No) no Asbestos? (Yes or No) yes Wastewater Treatment Sludge? (Yes or No) yes Hazardous Wastes? (Yes or No) n/a Are there any existing Agreements with local municipalities which prohibit or require: Routing to Facility Weight limits belween state roads and site? (Yes or No) no Number of Vehicles? (Yes or No) no Vehicle Size? (yes or No) no Municipal Solid Waste impodation outside jurisdictional area? (Yes or No) no Host Community Benefits? (Yes or No) at tached 4. ENVIRONMENTAL INSURANCE A. PRIMARY 1) Amount: $20MM / $50MM 2) Name of Surety.: 3) Expiration Date: Greenwich Insurance Co. 12/31/2010 4) Are other Municipal entities listed as additional insured?(Yes or No) B. SECONDARY N/A 1) Amount: 2) Name of Surety.: 3) Expiration Date: 4) Are other Municipal entities listed as additional insured?(Yes or No) T O W N 0 F O Y S T E R B A Y LOCKWOOD. KESSLER & BARTLETT. INC Forrrl H LKB# 8513-01 Cor~sCting Engineers Page 6 01' 9 07106/2009 DISPOSAL FACILITY INFORMATION (Contir~ued) 5. EXPANSION PLANS _ t'~/A A~ APPLICATION PERMIT 1. Permittee: 2. Application or Permit No.: 3. State: 4. Date of Submission: 5. Copy Attached?(Yes or No) 6. Submission Status with Respect to: a. Expansion of current site or new site? b. Local Citizenry reaction: c. Regulatory agency:. d. Litigation: e. Likelihood of success: B. If successful in Question 5.A, what is the additional desiqn capac ty created in tons (do not include any figures from Question 2)? ~/A C. What is the projected useful life in years of the disposal site with the inclusion of the additional design capacity from Question 4.B? D. Would you be willing to share with the Town of Oyster Bay engineering reports utilized for the preparation of the Operating Permits on Expansion Application? (Yes or No) T O W N O F 0 Y S T E R B A Y LOCF3NOOO, KESSLER & BARll. ETT. iNC. Form H LK8# 85t3q)1 Consulting Engineers Page 7 of 9 0710612009 DISPOSAL FACILITY INFORMATION (Continued) E. Engineer of Record for Proposer's Disposal Facility: 1. Firm's Name: 2. Firm's Address: 3. Filth's Telephone No.: 4. Contact Person: 6. ATTACHMENTS Attach copies of ail permits required of the disposal site and a copy of all agreements, performance bonds and insurances between Proposer and permit holder to use the disposal facility(s) during the term of this Contract. T O W N Are you willing to meet with representatives authorized by the Town of Oyster Bay to O discuss your short and long-term dispose capabilities? (Yes or No) Yes F O Y S T E R B A Y LOCKWOOD. KESSLER & BARTLETT. ~NC. Form H LKB# 8512,q)I IESI-BFC LTD. Annual Report 2010 Points of Distinction Industry-leading organic growth rates Our compound annual growth rates for revenue, Adjusted EBITDA(^~ and free cash fiow~ over the past three years are 19%, 17% and 46%, respectively. While acquisitions have contributed meaningfully to these results, internal growth was once again a leading factor. We believe we have a distinct operating model that places a focus on organic growth. In 2010, our consolidated organic gross revenue growth was 6.7% compared to an average of 3.0% for our peer group. Track record of accretive growth by acquisition The disciplined application of well-defined purchase methodologies and return criteria has allowed us to make more than 70 accretive acquisitions since 2002, which has created shareholder value. These acquisitions were designed to allow us to either enter new markets or increase efficiencies in existing markets. Well-balanced presence in both the USA and Canada Our status as North America's third largest solid waste management company is built on a strong foundation of revenue and assets in the United States and Canada. We serve more than four million commercial, industrial and residential customers in North America. The size and diversification of our asset base lessens our exposure in any single business line or geographical area. Predominantly open market focused Metropolitan areas present the best opportunity for us to assemble a critical mass of customers, achieve the highest possible asset utilization, and apply our price, volume and productivity strategies to continuously improve our return on capital. While we do have a component of contracted franchise business, we choose to operate primarily in open markets that are densely populated and support strong business growth. Proven performance management system We don't just raise the bar every year and expect our team to achieve better performance. Our continuous improvement system works by giving our local managers the training and empowerment to think critically and act quickly in deploying strategies that are right for their markets and effective in enhancing the most important value creation metrics in our business. Fellow Shareholders In 2010, our Company once again distinguished itself as a growth leader in the North American solid waste management industry. With a number of significant acquisitions, complemented by organic expansion in the U.S. and Canada that surpassed our peer group, we made the most of a relatively modest economic recovery. In so doing, we demonstrated how much more effective we can be as a larger company. Today, we are North America's third largest solid waste management business, a position built in just one decade since our founding. Yet, even as we evolved from modest beginnings into a continental powerhouse, our strategy has remained the same. Our strategy first focuses on building critical mass with the right collection, transfer and disposal assets in the right markets. We then manage these assets through a bottem-up process to achieve the optimal combination of price, volume and productivity metrics in each market. Finally, we give our front-line management teams the tools and training they need to increase return on capital in their markets. This approach underpins our Company's organic growth and our acquisition programs and is the foundation of our success. As we enter our next decade, we are excited by the prospect of fully capitalizing on our size and strengths. Through further organic growth, we expect to continue to expand EBITDAca) margins and generate higher free cash flOW~BL We also believe that as a large operator, we can produce substantial incremental operating leverage from companies we acquire. Acquisitions, therefore, play a significant role in our operating model. Whether we complete a platform acquisition in a new market or acquire a company to tuck into our existing operations, we apply strict and wefi-defined acquisition methodologies and return criteria. This discipline has helped us create significant share- holder value through the more than 70 companies we have acquired since 2002. In 2010 alone, we acquired 14 companies, including Waste Services, Inc. or WSI. WSI was the seventh largest waste services provider in North America, having assets in four Canadian provinces and in Florida and with revenues of approximately $450 million. This was a highly strategic and accretive transaction for us. It gave us a presence in Florida, now included in our U.S. south reporting segment, and complemented our presence throughout Canada. The WSI assets have further diversified our business across customer segments, service lines and regions and increased our waste disposal internalization. The acquisition closed in July 2010 and, at the end of December, we had achieved $32 million in annual EBITDA(^) run-rate synergies - well above our anticipated range of $25 to $30 million. In December, we completed the acquisition of Fred Weber Inc., Crown Excel Disposal LLC and Weber Gas Energy, LLC of St. Louis, Missouri for total cash consideration of $162.5 million. These are very attractive assets that complement our existing operations in that market. The landfill in particular, with its strategic proximity within St. Louis, substantially improves our operational presence. We are extremely pleased with this transaction, which aligned perfectly with our disciplined acquisition criteria. Our discipline as strategic buyers in 2010 was recently recognized with two Canadian Dealmaker Awards, an annual competition organized by Deloitte, The Globe & Mail, Lexpert and Thomson Reuters. The first award recognized our acquisition of WSI as the leading acquisition in the Industrials industry in Canada. The second, for Deal Team of the Year, recognized our overall excellence in deal making on multiple transactions. In 2010, we also positioned ourselves to retain balance sheet strength and flexibility. We ended the year with a consolidated debt-to-Adjusted EBITDA(^~ ratio, on a pro forma basis, of 2.5 times. This puts us squarely within our long-term target range of 2.3 to 2.7 times. These were all big developments, but they do not overshadow the importance and the cumulative impact of the small improvements we make within our operations every day. We continue to focus on each of our local collection routes, identifying productivity opportunities and adding new customers. We also continue to develop relationships within the communities we serve, including participating in, and contributing to, local organiz- ations. Even as a larger company, it is these everyday actions that make the difference. We will never lose sight of this fact. FINANUIAL IIIGItLIGIITS 2007-2010 Adjusted EHITI);t Improving Performance We enhanced our performance across the board in 2010 as new milestones were set for key metrics, Revenue was $1.430 billion, compared to $1,009 billion in 2009, an increase of 41.8%. Our consolidated organic gross revenue growth was 6.7% compared to an average of 3.0% for our peer group. Core price growth was 2.5% and volume grew by 2.5%. Revenues from the recycled commodities we collect also increased and we plan to continue to grow and create more value in this important line of business. Adjusted EBITDA(al was $413.8 million, an increase of 42.5% compared to $290.4 million in 2009. Adjusted net income(a) was also higher, by 69.4% to $101.0 million from $59.6 million a year ago. Free cash flow(s~ improved by 67.6% to $191.3 million, repre- senting a free cash flow margin of more than 13%, which was once again among the strongest performances in our sector. To build on these record results will mean concen- trating on the exact same fundamentals that propelled us to our present size, namely, the determination to continuously improve - regardless of the economic climate or competitive environment - in each region we serve. Looking Ahead As expected, we are adjusting well to our new size and the opportunities it brings. Integration of our newest assets is progressing on plan and we are realizing synergies while also creating the means to improve the organic growth rates of these assets. While the broader economic recovery will take time, we believe conditions in our markets are conducive to ongoing growth and we will be relentless in pursuing it through our organic improvement strategies and our ongoing acquisition strategy that seeks companies and assets that meet our disciplined criteria. But really, our focus is much longer term. We are thinking ahead and envisioning how our company will look a decade or more in the future. We believe that waste is a resource and that tremendous value can be mined by taking an innovative approach to its management. We continue to look at how alternative technologies for waste diversion will shape our industry and how we should be positioned for future realities. In dosing, I would like to thank our employees for a great job in 2010. With the dedication and hard work of our people, we are prepared for a bright future. Finally and as always, a sincere thank you to our customers and shareholders for your patronage and confidence. As we look ahead, we know that we can use our size to lead our industry in new ways and we appreciate your continued support. Yours sincerely Keith Carrlgan Vice Chairman and Chief Executive Officer I ESI-BFC Ltd. - MD&A for the year ended December 31, 2010 Disclaimer This Management Discussion and Analysis ("MD&A") contains forward-looking statements and forward-looking information, Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events. These statements can generally be identified by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "may," Ucould," "intend," "intent," "belief," "estimate," "plan," "foresee," "likely," "will," "should" or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those expressed in or implied by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. Numerous important factors, including those specific to our acquisition of Waste Services, Inc. ('~/VSI"), could cause our actual results, performance or achievements to differ materially from those expressed in or implied by these forward-looking statements, including, without limitation, those factors outlined in the Risks and Uncertainties section of this MD&A commencing on page 48. The list of factors is illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All forward-looking statements in this MD&A are qualified by these cautionary statements. The forward-looking statements in this MD&A are made as of the date of this MD&A and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law. Industry Overview The North American non-hazardous solid waste management industry remains fragmented, even after undergoing significant consolidation and integration in both Canada and the United States ("U.S."). We believe that this consolidation will continue as larger operators seek to achieve greater economies of scale and smaller operators exit the industry due to cost pressures caused by landfill closures brought about by regulatory changes, stringent environmental regulation and enforcement, and higher compliance and capital costs. Corporate Overview As North America's third largest full-service waste management company, we provide non-hazardous solid waste ("waste") collection and disposal services to commercial, industrial, municipal and residential customers in 12 states and the District of Columbia in the U.S. and six provinces in Canada. We serve our customers with vertically integrated collection and disposal assets. On July 2, 2010, we completed our acquisition of WSI. WSI provided waste collection and disposal services in four Canadian provinces and the state of Florida in the U.S. WSI's Canadian operations are included in our Canadian segment, while their Florida operations are included in our U.S. south segment. WSl's operating results have been included with our own since the date of acquisition. We have, however, presented gross revenues by service type, price, volume and acquisition on a comparable basis as if WSl's operating results were combined with ours in the current and previously comparable quarter, in addition, we have elected to exclude corporate allocated costs from the operating results of our reportable segments. Accordingly, expenses specific to corporate activities have been presented separately from our reporting segments for each current and comparative period presented. Our U.S. south and northeast segments, collectively our U.S. business, operate under the IESI and WSI brands and provide vertically integrated waste collection and disposal services in two geographic regions: the south, consisting of various service areas in Florida, Texas, Louisiana, Oklahoma, Arkansas, Mississippi and Missouri, and the northeast, consisting of various service areas in New York, New Jersey, Pennsylvania, Maryland, Illinois and the District of Columbia. Combined, our U.S. businesses operate 22 landfills, 45 transfer collection stations, 22 material recovery facilities ("MRFs"), two landfill gas to energy facilities, and one transportation operation. IESI-BFC Ltd. -December 31,2010 - 4 Our Canadian business operates under the BFI Canada and WSI brand names. We believe we are Canada's largest waste management company providing vertically integrated waste collection and disposal services in the provinces of British Columbia, Alberta, Manitoba, Ontario, and Quebec. Our Canadian business also provides disposal services in the province of Saskatchewan. Our Canadian business owns or operates eight landfills, 18 transfer collection stations, 20 MRFs, and one landfill gas to energy facility. Readers are reminded that as we complete the integration and consolidation of our operations with WSl's certain transfer collection stations or MRFs may be subject to consolidation and this consolidation may further reduce the number of facilities we operate in the future, all else equal. WSI Acquisition On November 11, 2009, we executed an Agreement and Pla n of Merger (the "Agreement") with WSl. The Agreement provided for our wholly-owned subsidiary ("Merger Sub") to merge with and into WSI, with WSI surviving the merger as a wholly-owned subsidiary of IESI-BFC Ltd. We executed the transaction pursuant to our strategy of growth through acquisition. Specifically, we believe that the acquisition will provide us with the opportunity to diversify our business across U.S. and Canadian markets, customer segments and service lines. In addition, the transaction enables us to increase our internalization in the Canadian and U.S. northeast markets. We also believe this acquisition creates annual synergies and cash flow and earnings per share accretion, which we expect will enhance short and long-term returns to shareholders. We plan to direct the expected additional cash flow resulting from the combined performance of the companies towards any combination of the following: growth capital, accretive acquisitions, debt reduction, common share repurchases or dividend payments. We completed the acquisition on July 2, 2010 and issued 27,971 of our common shares to former WSI shareholders. Former WSI shareholders received 0.5833 common shares of IESI-BFC Ltd. for each share of WSl common stock issued and outstanding on July 2, 2010. Please refer to the Financial Condition - Disclosure of outstanding share capital section of this MD&A for additional details. In addition, we assumed WSI's unexercised and outstanding options and warrants on dosing which represents an obligation to issue a maximum of 505 and 194 common shares, respectively. Please refer to the Financial Condition - Disclosure of outstanding share capital section of this MD&A for additional details, including additional details pertaining to the exercise of stock options since the closing of the WSl acquisition. As outlined in the Liquidity and Capital Resources section of this MD&A, we amended our long-term debt facilities in Canada and the U.S. to facilitate the acquisition of WSI. Monies available from these facilities were used to repay WSI's indebtedness outstanding at closing. In addition, the credit facilities were upsized to reflect the size of the newly combined operations in both Canada and the U.S. Pricing was increased to levels commensurate with market a nd maturities were extended to four years from the close of the transaction. Please refer to the Liquidity and Capital Resources section of this MD&A for additional details. Financial Reporting Changes On September 7, 2010, we announced that for the interim period ended September 30, 2010 and the year ended December 31, 2010, we have been granted exemptive relief by the Canadian securities regulatory authorities which allows us to discontinue the preparation, disclosure and filing of a reconciliation between our reported financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and Canadian generally accepted accounting principles ("Canadian GAAP"). We believe that this reconciliation, which would no longer be required under proposed changes to Canadian securities laws, is of limited use to investors because we have been reporting in U.S. GAAP since March 31, 2009 and the changes in our business since that time {including the acquisition of WSI) mean that the Canadian GAAP-reconciled financial information is no longer readily comparable between periods or years. IESI-BFC Ltd. -December 31,2010- S Introduction The following is a discussion of our consolidated financial condition and results of operations for the year ended December 31, 2010 and has been prepared with all available information up to and including March 9, 2011. All amounts are reported in U.S. dollars, unless otherwise stated, and have been prepared in accordance with U.S. GAAP. This discussion should be read in conjunction with our consolidated financial statements ("financial statements"), including notes thereto, and MDbA for the years ended December 31, 2009 and December 31, 2008, respectively, both of which are filed on www. secgovand www. sedar, com. Foreign Currency Exchange ("FX') Rates (afl amoun ts are in thousands of U.S. do#ars, unless otherwise stated) We have elected to report our financial results in accordance with U.S. GAAP and in U.S. dollars to improve the comparability of our financial information with our peers and to reduce foreign currency fluctuations in our reported amounts resulting from a significant portion of our assets, liabilities and operations residing in the U.S. and transacted in U.S. dollars. We remain a legally domiciled Canadian entity and our functional currency is the Canadian dollar. As a result, our financial position, results of operations, cash flows and equity are initially translated to, and consolidated in, Canadian dollars using the current rate method of accounting. Our consolidated Canadian dollar financial position is further translated from Canadian to U.S. dollars applying the foreign currency exchange rate in effect at the balance sheet date, while our consolidated Canadian dollar results of operations and cash flows are translated to U.S. dollars applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Translating the financial position, results of operations and cash flows of our U.S. business into Canadian dollars, our functional currency, and re-translating these amounts to U.S. dollars, our reporting currency, has no translation impact on our financial statements. Accordingly, our U.S. results retain their original values when expressed in our reporting currency. Translation adjustments are only included in the determination of net income or loss when we realize a reduction in investments we hold in foreign operations. Our consolidated financial position and operating results have been translated to U.S. dollars applying FX rates included in the table below. FX rates are expressed as the amount of U.S. dollars required to purchase one Canadian dollar and represent noon rates according to the Bank of Canada. March 31 June 30 September 30 December 31 2009 Consolidated Statement Consolidated of Operations and Balance Sheet Comprehensive Income Cumulative Current Average 0.7935 $ 0.8030 $ 0.8030 0.8602 $ 0.8568 $ 0.8290 0.9327 $ 0.9113$ 0.8547 0.9555 $ 0.9467 S 0.8760 IESI-BFC Ltd. -December 31,2010 - 6 FX Impact on Consolidated Annual Results The following table has been prepared to assist readers in assessing the impact of FX on selected results for the year ended December 31, 2010. Year ended December 31, 2009 (as reported) Consolidated Statement of Operations Revenues $ 1,008,466 Operating expenses 588,104 Selling, general and administration ("SG&A") 136,846 Restructuring expenses Amortization 156,702 Net gain on sale of capital and landfill assets (198) Operating income 127,012 Interest on long-term debt 34,225 Net foreign exchange loss 276 Net gain on financial instruments (1,562) Conversion costs 298 Other expenses 162 Income before net income tax expense and net loss from equity accounted investee 93,613 Net income tax expense 39,885 Net loss from equity accounted investee Net income $ 53,728 Adjusted EBITDA(A) $ 290,449 Adjusted operating income(A) $ 133,945 Adjusted net income(A) $ 59,591 Free cash flow(B) (see page 16) $ 114,109 Review of Operations - For the year ended December 31, 2010 (all amounts are in thousands of U.S. dollars, unless otherwise stated) We conduct our business in the U.S. and Canada. According[y, a portion of our operating results are denominated in Canadian dollars. Please refer to the tables above for additional details regarding the impact of FX on our comparative operating results. Revenues Total Canada U.S. south U.S. northeast Year ended December 31 2009 Change $ 1,008,466 $ 421,299 349,288 $ 234,853 340,187 $ 162,121 318,991 $ 24,325 IESI-BFC Ltd. December 31, 2010- ? Gross revenue by service type (prepared on a comparable basis) The following table compares gross revenues for the year ended December 31, 2010 to the comparative year by service offering. This table has been prepared on a "comparable basis", which includes WSI's results as if WSI's operations were combined with ours in the current and previously comparable year. Year ended De~ember 31,2010 Year ended December 31, 2009 Canada - Canada - U.S. - stated in percent- percent- thousands of age of age of Canadian gross gross dollars revenue U.S. revenue Commercial $ 278,173 37.4 $ 265,616 26.6 Industrial 132,057 17.7 149,106 14.9 Residential 123,008 16.5 207,337 20.8 Transfer and disposal 184,063 24.8 338,734 33.9 Recycling and other 27,148 3.6 38,218 3.8 Gross revenues 744,449 100.O 999,011 100.0 Gross revenue growth or decline components - expressed in percentages and excluding FX (prepared on a comparable basis for 2010 only) The table below has been prepared on a "comparable basis" as outlined above. However, component percentages presented for 2009 have not been prepared on a comparable basis and accordingly do not include WSI's results. Year ended Year ended December 31,2010 December 31, 2009 Canada U.S. Price Core price 3.2 2.2 Fuel surcharges (1.0) (2.6) Recyclin~ and other (0.2) (1.$) Total price growth (decline) 2.0 (1.9) Volume (0.6) (2.3) Total organic gross revenue growth (decline) 1.4 (42) Acquisitions, ner of divesritures 1.5 1 .g Total gross revenue growth (decline) 2.9 (2.3) The increase in Canadian segment gross revenues is approximately C$92,700. On a "comparable basis", prepared as if WSI's operations were combined with ours in the current and previously comparable year, our Canadian segment delivered price growth in every service line, excluding industrial. While industrial pricing was down comparatively, comparative volumes increased resulting in a net increase to gross revenue growth over the comparative period a year ago. The divestiture of certain assets in the third and fourth quarters also resulted in a comparable decline in commercial volumes, as expected. However, higher comparable pricing in our commercial service line more than compensated for the volume decline attributable to asset divestitures. Comparable volume gains are the result of higher landfill volumes, new contract wins and strong organic growth. Other "tuck-in" acquisitions and higher fuel surcharges also contributed to the comparable increase. IESI-BFC Ltd. -December 31, 2010 - 8 U.S. south gross revenue growth, presented on a "comparable basis", increased approximately 582,200, U.S. south segment gross revenues increased on the back of strong pricing growth which grew across all service lines. All of our U.S. south service lines also delivered comparative volume growth. Other "tuck-in" acquisitions and fuel surcharges also contributed to gross revenue growth year over year. Gross revenues in our U.S. northeast segment increased as well, approximately $22,200. Gross revenue growth in our U.S. northeast segment benefited from stronger year over year pricing. Landfill pricing was the only service line that experienced a decline. Attracting volumes at our landfills in combination with the mix of waste materials received is the primary cause for the decline in pricing. The return of commodity pricing delivered a strong contribution to year- to-date gross revenue growth as did an increase in the volume of materials processed. Volume growth was most pronounced in our landfill and industrial service lines, but was partially offset by declines in all other service offerings. Acquisitions and marginally higher fuel prices also contributed to year-to-date gross revenue growth. Please refer to the Outlook section of this MD&A for additional discussion on economic trends affecting revenues, our strategy and our operations. Operating expenses Total Canada U.S. south U.S. northeast Year envied December 31 2009 Change $ 588,104 $ 251,869 $ 178,147 $ 139,063 $ 209,279 $ 97,624 $ 200,678 $ 15,182 The comparative increase is due to FX, approximately $31,000, higher operating expenses attributable to our acquisition of WSI, other Utuck-in" acquisitions, and higher collected waste volumes in our pre-existing base business. The increase in revenues, due largely to acquisitions, brought about higher disposal, labour and vehicle operating costs, approximately $73,000, $71,300 and $52,500, respectively. Higher subcontract costs, approximately $10,100, insurance and higher commodity rebates, due to higher comparative commodity pricing, are the largest contributors to the balance of the increase. The increase in commodity rebates was most notable in the U.S. northeast and Canada. At 58.7%, current year operating expenses as a percentage of reportable revenues is consistent with the 58.3% achieved in the prior year. While we have benefited from lower insurance costs as a percentage of reportable revenues, subcontract costs, repairs and maintenance and labour costs have risen when expressed as a percentage of reportable revenues due principally to the composition of revenues we acquired on our acquisition of WSI and other acquisitions completed in the year. We are satisfied that we are realizing the synergies we expected from the acquisition of WSI and we expect to realize additional synergies in the coming year. SG&A Total Canada U.S. south U.S. northeast Corporate Year ended December 31 2009 Change S 136,846 $ 56,019 3~497 $ 19,458 37,999 $ 15,142 28,076 S 1,936 4~274 $ 19,483 Excluding the impact of FX, approximately $8,800, the comparable increase is the result of higher SG&A expense attributable to our acquisition of WSI, other "tuck-in" acquisitions and organic growth. The increase is primarily attributable to salaries, approximately $23,400, which includes approximately $7,$00 of fair value changes in stock options (expressed net of FX). Facility and other SG&A cost increases, approximately $9,700 and $4,200, respectively, also contributed to the comparative increase. IESI-BFC Ltd. -December 31, 2010 - 9 Corporate SG&A includes certain executive costs, accounting, internal audit, treasury, investor relations, corporate development, environmental management, information technology, human resources and other administrative support functions. Corporate SG&A also includes transaction and related costs and fair value changes to stock options, approximately $8,000 and $7,500, respectively, before FX. While we experienced an increase in corporate SG&A costs resulting from our acquisition of WSl, due largely to higher salaries and facility and office costs, and higher fair value changes in stock options, the comparative decline in transaction and related costs, corporate reorganization costs, coupled with the recovery of professional fees incurred in our defense of an anti-trust lawsuit, more than offset these increases. As a percentage of reportable revenues, SG&A expense, expressed on an adjusted basis, is 12.3% (2009 - 13.0%). Rationalizing personnel and operating locations, resulting principally from the acquisition of WSI, is the primary reason for the comparative improvement. We continue to integrate WSI with our existing operations with the goal of reducing SG&A expense. We are satisfied that we are realizing the synergies we expected from the acquisition of WSI and we expect to realize additional synergies in the coming year. Restructuring expenses Total Canada U.S. south U.S. no~heast Corporate Yearended December 31 2009 Change $ $ 5,180 $ S S S S S S 5,180 We have incurred restructuring expenses as part of our integration of WSI into our pre-existing business. Restructuring expenses include costs incurred to integrate various operating locations, exiting certain properties and building and office leases, employee severance and employee relocation costs. Restructuring expenses are classified as corporate expenses as the decision to incur these costs is typically initiated by corporate. We expect to incur additional restructuring expenses in the coming year which we estimate will amount to approximately $2,000. Amortization Total Canada U.S. south U.S. no~heast Corporate Yearended December 31 2000 Change $ 156,702 S 50,964 48,240 S 31,085 48,217 $ 1%338 5~973 S (174) 1,272 S 715 Higher amortization expense is largely attributable to our acquisition of WSI. The contribution by WSI to the year over year increase is most noticeable in our Canadian and U.S. south segments. Higher FX, approximately $7,800, also contributed to the comparative increase in Canadian segment amortization expense. Other "tuck-in" acquisitions and replacement and growth capital purchases to service existing contracts and organic growth, principally in our Canadian and U.S. south segments, also contributed to the rise in amortization expense. Excluding the impact of WSI, our Canadian business recorded lower intangible amortization expense due to fully amortized intangibles. The increase in corporate amortization expense is due to the acquisition of WSl's corporate assets. IE$1-BFC Ltd. -December 31, 2010 - 10 Net gain on sale of capital and landfill assets Total Canada U,S. Corporate Year ended December 31 2009 Change $ (198) $ (2~6) $ (1 ST} $ (249) $ (41) $ 33 $ $ We dispose of certain equipment as a matter of normal course. These dispositions are generally the result of asset retirements. Normal course disposals were not significant individually or in aggregate. Interest on long-term debt Total Year ended December 31 2009 Chan~e $ 34,225 $ 14,561 Interest expense in Canada totaled approximately $14,800 compared to approximately $9,000 in the comparative period a year ago. FX contributed approximately $1,400 to the approximately $5,800 increase. Our U.S. business incurred interest charges of approximately $34,000 compared to approximately $25,200 in the prior year. As previously noted, we financed a portion of the WSI acquisition with long-term debt drawings. Accordingly, the increase in interest on long-term debt is principally attributable to the increase in indebtedness resulting from this financing. We attribute approximately $8,800 of the increase to financing a portion of the WSI acquisition with long- term borrowings and approximately $3,000 to market rate adjustments related to us entering into our Sixth Amended and Restated Credit Facility Agreement (the "Canadian facility") in Canada and our Amended and Restated Senior Secured Revolving Credit Facility (the "U.S. facility") in the U.S. Excluding financings attributable to the acquisition of WSI and market rate adjustments to our Canadian and U.S. facilities, higher comparative interest rates also contributed to the increase in interest expense for our U.S and Canadian businesses. In addition, year-to-date borrowings were also higher due to other "tuck-in" acquisitions completed in the year. The write-off of certain deferred financing costs incurred in connection with us entering into our new U.S. facility also contributed to the increase. We also incurred a one-time interest charge in connection with the defeasance of WSl's high yield notes totaling approximately $1,700. All else equal, proceeds from share offerings completed in March and June of 2009, which we applied to U.S. borrowings in the same year, partially offset the increase in comparative year-to-date interest expense for our U.S. business. Net foreign exchange loss Total Year ended December 31 2009 Change $ 276 $ (229) Foreign exchange gains or losses are typically incurred on the settlement of transactions conducted in a currency that is other than our Canadian and U.S. businesses functional currency. Gains and losses are not attributable to one significant transaction or series of transactions. IESI-BFC Ltd. -December 31,2010 - 11 Net gain on financial instruments Year ended December 31 2009 Chan~e Total $ (1,562) $ (3,931) Financial instrument gains are due principally to fair value changes in certain interest rate swaps resulting from year- to-year movements in interest rates. Changes in the fair value of funded landfill post-closure costs and fuel hedges account for the balance of the change. We have not designated certain interest rate swaps and fuel hedges as hedges for accounting purposes. Accordingly, fair value movements in these arrangements are recorded as gains or losses on financial instruments in our consolidated statement of operations and comprehensive income. Conversion Costs Total Year ended December 31 2009 Change 298 $ (298) Conversion costs incurred in 2009 represent professional fees incurred on the final wind-up of the BFI Canada Income Fund (the "Fund") and Ridge Landfill Trust and were incurred exclusively in Canada. Other expenses Year ended December 31 2009 $ 162 $ 3,048 Other expenses for the year ended December 31, 2010 include bonuses incurred to retain certain former WSI executives and a one-time transaction bonus for an executive of IESI-RFC Ltd. Other expenses also include management bonuses related to certain acquisitions completed in prior years. Net income tax expense Year ended December 31 2009 Chan~e Total S 39,885 S 15,773 The increase in net income tax expense in our Canadian business is due largely to the acquisition of WSL For the year ended December 31,2010, net income tax expense was approximately $25,600, representing a comparative increase of approximately $1,900. Strong performance in our pre-existing business, other "tuck-in" acquisitions and the WSI acquisition combined to increase current income tax expense approximately $14,300 year over year. The increase in deferred tax recoveries, approximately $12,400, were due in large part to a decline in the carrying value of intangible and capital assets in excess of their tax basis. The increase in net income tax expense in our U.S. business is due in large part to an increase in deferred income tax expense, approximately $12,000. Current taxes in the U.S. were up slightly, approximately $1,900. Higher income subject to tax, due in part to income contributions from the acquisition of WSI and other "tuck-in" acquisitions, has increased our use of loss carryforwards and is the primary cause of the comparative increase in deferred income tax expense. Income tax expense at the combined basic rate totaled approximately $49,700. State and withholding taxes, approximately $2,100, and net revisions to tax rates and certain tax bases, approximately $2,300, are the primary contributors to income tax expense beyond income tax expense at the combined basic rate. Please refer to the Outlook section of this MD&A for additional discussion about our income taxes. IESI-BFC Ltd. -December 31,2010 - 12 Net loss from equity accounted investee Yearended December31 2009 Change $ $ H8 The net loss from equity our accounted investee represents our pro rata share of the inve5tee's post-acquisition earnings, computed using the consolidation method. Review of Operations - For the three months ended December 31, 2010 (all amounts are in thousands of U.S. dollars, unless otherwise stated) Three months ended December 31 Revenues Operating expenses SG&A Restructuring expenses Amortization Net gain on sale of capital and landfill assets Operating income (loss) Interest on long-term debt Net foreign exchange loss Net gain on financial instruments Other expenses Income before net income tax expense and net loss from equity accounted investee Net income tax expense Net loss from equity accounted investee Net income Three months ended December 31 2009 Canada U.S. south northeast Corporate Total Revenues S 96,473 $ 86,882 S 79,107 $ $ 262,462 Operating expenses 48,463 63,063 50,609 152,135 SG&A 8,449 10,232 6,814 15,402 40,897 Amortization 10,659 12,695 12,314 332 36,000 Net gain on sale of capital and landfill assets (70) Operating income (loss) 28,902 10,892 9,370 (15,734) 33,500 Interest on long-term debt 7,979 Net foreign exchange loss 38 Net gain on financial instruments (696) Conversion costs 90 Other expenses 53 Income before net income tax expense 26,036 Net income tax expense 16,161 Net income $ 9,875 IESI-BFC Ltd. -December 31,2010 - 13 FX Impact on Consolidated Quarterly Results The following table has been prepared to assist readers in assessing the impact of FX on selected results for the three months ended December 31,2010. Three months ended December 31, 2009 (as reported) Condensed Consolidated Statement of Operations Revenues $ 262,462 Operating expenses 152,135 SG&A 40,897 Restructuring expenses Amortization 36,000 Net gain on sale of capital and landfill assets (70) Operating income Interest on long-term debt Net foreign exchange loss Net gain on financial instruments Other expenses Income before net income tax expense and net loss from equity accounted investee Net income tax expense Net loss from equity accounted investee 33,500 7,979 38 (696) 9O 53 Net income Adjusted EBITDAcA) Adjusted operating income(A) Adjusted net Income(A) Free cash flow(B) (see page 16) $ %875 $ 75,363 $ 39,433 $ 15,039 $ 23,505 Revenues Gross revenue by service type (prepared on a comparable basis) The following table compares gross revenues for the three months ended December 31, 2010 to the comparative period by service offering. This table has been prepared on a "comparable basis", which includes WSI's results as if WSI's operations were combined with ours in the current and previously comparable quarter. Three months ended December 31, 2010 Three months ended December 31, 2009 Commercial Industrial Residential Transfer and disposal Recycling and other Canada - Canada - U.S. - stated in percent- percent- thousands of age of age of Canadian gross gross dollars revenue U.S. revenue 6~729 36.4 $ 71,681 28.2 32,401 16.9 35,746 14.0 32,081 16.8 53,312 20.9 48,820 25.5 83,943 33.0 8,379 4.4 9,955 3.9 191,410 100.0 254,637 100.0 IESI-BFC Ltd. -December 31,2010 - 14 Gross revenue growth or decline components - expressed in percentages and excluding FX (prepared on a comparable basis for 2010)) As a result of our acquisition of WSI, we have prepared the table below on a "comparable basis" as outlined above. However, component percentages presented for 2009 have not been prepared on a comparable basis and accordingly do not include WSI's results. Price Core price Fuel surcharges Re¢¥clin~ and other Total price growth Volume Total organic gross revenue growth Acquisitions, net of divestitures Total gross revenue growth Three months ended December 31, 2010 Three months ended December 31, 2009 Canada U.S. (0.6) (2.2) 0.6 2.6 0.2 0.3 (0.1) 2.9 0.1 3.3 2.0 On a "comparable basis", our Canadian segment delivered price growth in every service line, excluding industrial. While industrial pricing was down comparatively, comparative volumes increased resulting in a net increase to gross revenue growth over the comparative period a year ago. The divestiture of certain assets in the current and previous quarter also resulted in a comparable decline in commercial volumes, as expected. However, higher comparable pricing in our commercial service line more than compensated for the volume decline attributable to asset divestitures. Comparable volume gains are the result of higher landfill volumes, new contract wins and strong organic growth. Other "tuck-in" acquisitions, FX, and higher fuel surcharges also contributed to the comparable increase. With the exception of slightly lower pricing in our transfer and disposal service line, pricing and volumes were up comparably across ail service lines in our U.S. south segment. While pricing was lower in our transfer and disposal service line, comparable volume gains more than offset this decline. Higher fuel surcharges and other "tuck-in" acquisitions contributed to the balance of growth in comparable gross revenues. Gross revenues in our U.S. northeast segment increased as well. Excluding pricing in our residential service line, all of our service lines enjoyed higher price, or pricing that was largely unchanged, over the comparable period a year ago. The decline in residential pricing, while not significant, was due to lost business year over year which also contributed to lower volumes as well. Recycling volumes were also down slightly as were net transfer and disposal volumes. Higher comparative pricing more than offset the volume declines in each of these two service offerings and comparative volumes increased across all remaining business lines. Fuel surcharges remained fiat comparatively, while "tuck-in" acquisitions contributed to the balance of gross revenue growth in the U.S. northeast. Operating expenses The comparative increase is due to FX, approximately $6,400, higher operating expenses attributable to our acquisition of WSI, other "tuck-in" acquisitions, and higher collected waste volumes in our pre-existing base business. The increase in revenues, due largely to acquisitions, is the primary reason for higher comparative disposal, labour and vehicle operating and maintenance expenses, which increased approximately $32,000, $31,600 and $24,100, respectively. In addition, higher subcontract costs, approximately $4,600, insurance and higher commodity rebates, due to higher comparative commodity pricing, are the largest contributors to the balance of the period over period increase. The increase in commodity rebates was most notable in the U.S. northeast and Canada. At $9.4%, fourth quarter operating expenses as a percentage of reportable revenues is higher than the 58.0% achieved in the comparative period. While we have benefited from lower insurance costs as a percentage of reportable revenues, subcontract costs, repairs and maintenance and labour costs have risen when expressed as a percentage of reportable revenues due principally to the composition of revenues we acquired on our acquisition of WSI and other acquisitions completed in the year. IESFBFC Ltd. -December 31,2010 - 15 SG&A Excluding the impact of FX, approximately $1,600, the increase in SG&A expense is due to the acquisition of WSI, other "tuck-in' acquisitions and organic growth. The increase is primarily attributable to higher salaries, facility and other SG&A costs, approximately $10,500, $4,300 and $1,200, respectively, which are due in large part to our acquisition of WSI and other ~tuck-in" acquisitions. As outlined for the year ended December 31, 2010, corporate SG&A includes transaction and related costs and fair value changes to stock options, each of which contributed approximately $2,200 to the comparative increase. While we experienced an increase in corporate SG&A costs resulting from our acquisition of WSI, due largely to higher salaries and facility and office costs and higher fair value changes in stock options, the comparative decline in transaction and related costs, corporate reorganization costs, coupled with the recovery of professional fees incurred in our defense of an anti-trust lawsuit, more than offset these increases. Restructuring expenses We have incurred restructuring expenses as part of our integration of WSI into our pre-existing business. Amortization Higher amortization expense is largely attributable to our acquisition of WSI and is the single largest contributor to the period over period increase recognized in our Canadian and U.S. south segments. Higher FX, approximately S 1,600, also contributed to the comparative increase in Canadian segment amortization. Other "tuck-in" acquisitions and replacement and growth capital purchases to service existing contracts and organic growth, which was most notable in our Canadian and U.S. south segments, also contributed to the rise in amortization expense. Excluding the impact of WSI, our Canadian business recorded lower intangible amortization expense due to fully amortized intangibles. Explanations for the quarterly changes in net gain on sale of capital and landfill assets, interest on long-term debt, net foreign exchange loss, net gain on financial instruments, conversion costs, other expenses, net income tax expense and net loss from equity accounted investee are consistent with those outlined in the Review of Operations - For the year ended December 31, 2010 section of this MD&A. Other Performance Measures - For the year ended December :31, 2010 (oll amounts are in thousands of U.S. dollars, unless otherwise stored) Free cash flow~s~ Purpose and objective The purpose of presenting this non-GAAP measure is to align our disclosure with other U.S. publicly listed companies in our industry and to provide investors and analysts an additional measure of our value and liquidity. We use this non-GAAP measure to assess our performance relative to other U.S. publicly listed companies and to assess the availability of funds for growth investment and debt repayment. In 2009, our calculation of free cash flow~B) did not deduct acquisition and related costs or non-recurring costs. Accordingly, comparative flee cash flov~B) amounts have been adjusted to conform to the current period's presentation. IESI-BFC Ltd. -December 31,2010 - 16 Free cash flowIBI - cash flow approach Cash generated from operating activities (statement of cash flows) Operating and investing Reorganization costs (non-recurring capital tax) Stock option expense Acquisition and related costs Restructuring expenses Conversion costs Other expenses Write-off of landfill development assets Changes in non-cash working capital items Capital and landfill asset purchases YearendedDecember31 2009 Change $ 25~269 $ 3~592 1,315 (1,315) 2,006 6,330 3,612 4,951 298 (298) 162 3,048 (77) (213) (27,304) 41,916 (122,276) (2~365) Financing Intereston Iong-termdebt- high yield defeasance interest Purchase ofrestricted shares Net realizedforeign exchange loss Free cash flow(B) (172) (1,069) 276 (229) $ 114,109 $ 77,191 Free cash flowIB~ - adjusted EBITDAI^l approach We typically calculate free cash flowIB~ using an operations approach which is similar to the calculation required by our Canadian and U.S. facilities. Adjusted EBrTDAIA) Restricted share expense Purchase of restricted shares Capital and landfill asset purchases Landfill closure and post-closure expenditures Landfill closure and post-closure cost accretion expense interest on long-term debt Interest on long-term debt - high yield defeasance interest Non-cash interest expense Current income tax expense Free cash flow(BI Year ended December 31 2009 Chan~e 290,449 $ 123,377 1,485 492 (172) (1,069) (122,276) (20,365) (7,145} 1,396 3,130 697 (34,225) (14,561) 1,663 2,902 1,770 (20,039) (16,209) $ 11~109 $ 77,191 Free cash flow~1 increased over the comparative year, approximately $67,700, excluding FX. The acquisition of WSI contributed to the growth in free cash flowc~ and adjusted EBITDA~1 that we enjoyed on a comparative basis. In addition, we realized significant improvements to free cash flow~al and adjusted EBITDA~ resulting from strong organic and other "tuck-in" acquisition contributions. Higher debt levels resulting from the acquisition of WSl and higher interest rates in Canada and the U.S. partially offset adjusted EBITDA~^~ improvements. Higher capital and landfill asset purchases, due in large part to the acquisition of WSI and other "tuck-in" acquisitions completed in the year also part(ally offset the increase in adjusted EBITDAI^~. Cash taxes also rose in the year, most notably in Canada. Higher Canadian cash taxes are the result of strong organic growth in our base business, coupled with the acquisition of WSI. wsr5 Canadian operations had no meaningful loss carryforwards to shelter income subject to tax. Please refer to the Review of Operations - For the year ended Decem bet 31,201 0 section of this MD&A for addit)onal details of the year over year improvements to adjusted EBITDA , interest on long-term debt and current income tax expense. Details of the change in capital and landfill asset purchases are outlined in the section below. IESI-BFC Ltd, -December 31,2010 - 1 ? Capital and landfill purchases Capital and landfill purchases characterized as replacement and growth expenditures are as follows: Year en~l~ December 31 2009 Change Replacement $ 73,674 $ 26,904 Growth 48,602 (6,539) Total $ 122,276 $ 20,365 Capital and landfill purchases - replacement Capital and landfill purchases characterized as "replacement" expenditures represent cash outlays to sustain current cash flows and are funded from flee cash flow(B). Replacement expenditures include the replacement of existing capital assets and all construction spending at our landfills. Excluding the impact of FX, replacement expenditures increased. The increase is principally attributable to the Canadian business. Replacement land and building expenditures resulting from the integration of certain locations coupled with higher comparative vehicle spending due to the timing of spend and replacement of ageing WSI acquired equipment are the primary reasons for the increase. U.S. replacement expenditures also increased, due largely to the WSI acquisition and comparative differences in the timing of spending. Capital and landfill purchases - growth Capital and landfill purchases characterized as "growth" expenditures represent cash outlays to generate new or future cash flows and are generally funded from free cash flow~B~, Growth expenditures include capital assets, including facilities (new or expansion), to support new contract wins and organic business growth. Fewer comparative contract wins, most notably in our U.S. business, is the pr[mary reason for the decline in comparable growth expenditures. Readers are reminded that revenue, adjusted EBITDA~^~, and cash flow contributions realized from growth expenditures will materialize over future periods. IESI-BFC Ltd. -December 31,2010 - 18 Dividends 2011 Our expected dividend record and payment dates, and payment amounts per share, are as follows: Expected dividend (payable quarterly) Dividend amounts per share - stated in Canadian Expected record date Expected payment date dollars March 31,2011 April 15, 2011 $ 0.125 June 30, 2011 July 15, 2011 0.125 September 30, 2011 October 14, 2011 0.128 December 31,2011 January 16, 2012 0.125 Total $ 0.S00 2010 Our dividend record and payment dates, and payment amounts per share, were as follows: Actual or expected dividend (paid quarterly) Dividend amounts per share and PPS equivalent Actual or expected - stated in Canadian Actual or expected record date payment date dollars (~) March 31,2010 April 15, 2010 $ 0.125 June 30, 2010 July 15, 2010 0,125 September 30, 2010 October 15, 2010 0.125 December 31,2010 January 14, 2011 0.128 Total $ 0.500 Note: m Participating preferred shares ("PPSs") issued by IESI Corporation ("IESI") are exchangeable into common shares of IESI-BFC Ltd. (the 'Company") on a one for one hundred basis. In this MD&A, reference to "PPS equivalent" refers to the number of shares issuable by the Company upon a PPS exchange. Dividends per PPS equivalent are expressed on the same basis. Effective December 31, 2010, all PPSs were exchanged into common shares of the Company. We expect to fund all of our 2011 dividend payments from free cash flowlB) generated by our Canadian business. Funding all of the dividends from Canadian cash flows eliminates our foreign currency exchange exposure since the dividends are denominated in Canadian dollars. We have also designated these dividends as eligible dividends for the purposes of the Income Tax Act (Canada). Selected Annual Information (all amounts are in thousands of U.S. dollars, unless otherwise stated) Net income per share, trust unit and PP5 equivalent, basic Net income per share, trust unit and PPS equivalent, diluted Total assets Total long-term liabilities Dividends declared, per weighted average share, trust unit and PPS equivalent Year ended December 31 2009 2008 $ 1,008,466 $ 1,046,803 $ 53,728 $ 54,959 $ 0.64 S 0.80 $ 0.63 $ 0.80 $ 1,997,887 $ 1,932,919 $ 803,189 $ 965,460 $ o.g2 $ 1.38 Revenues 20103009 The increase in revenues is detailed in the Review of Operations - Revenues se~ion of this MD&A. IESI-BFC Ltd.-December 31,2010 - 19 2009-2008 Excluding the impact of FX, approximately $24,400, Canadian revenues increased year over year. Core price and acquisition growth contributed to the increase while fuel surcharges declined comparatively due in large part to lower diesel fuel costs. Lower volumes, most notably in our industrial collection line, were a partial offset to core price and acquisition growth. A decline in recycled materials pricing accounted for the balance of the change. U.S. south segment gross revenues increased on the back of stronger core price, acquisition and volume growth. We enjoyed volume growth from our commercial and residential service lines, as a result of increased sales efforts and contract wins. This volume growth was partially offset by lower comparative industrial volumes, which was attributable to the softer economic environment. Lower comparative fuel surcharges was the primary offset to gross revenue growth as a result of lower comparative diesel fuel costs. A comparative decline in recycled materials pricing represented the balance of the comparative change. Gross revenues in our U.S. northeast segment declined approximately $23,600. Volume and fuel surcharge declines were partially offset by modest price growth in our commercial, industrial and residential collection service lines. While revenues continued to be affected by lower volumes, we did not experience any further deterioration as a result of the economic slowdown. Pricing in our collection service lines remained strong, but was partially offset by lower pricing at our landfills and transfer stations. Volume growth in our landfills had effectively offset landfill pricing declines. The balance of the change was the result of lower recycled materials pricing. Recycled materials pricing declined significantly in the fourth quarter of 2008, and while pricing has strengthened since the fourth quarter of 2008, it had not reached the same highs as the comparative period. Net income Included in net income are some or all of the following: restructuring costs, amortization, net gain or loss on sale of capital and landfill assets, interest on long-term debt, net foreign exchange gain or loss, net gain or loss on financial instruments, conversion costs, other expenses, net income tax expense or recovery and net loss from equity accounted for investee. 2010-2009 The increase in net income is detailed in the Review of Operations - For the year ended December 31, 2010 section of this MD&A. 2009-2008 Net income decreased approximately $~,200 with FX contributing approximately $2,600 to the year over year decline. As noted above, economic weakness in North American markets negatively impacted revenues in our industrial collection service line and our U.S. northeast business in total. Accordingly, operating income year over year was relatively unchanged. With the issuance of equity in March and June 2009 and our application of the net proceeds arising there from to outstanding borrowings on our U.S. facility, coupled with lower comparative borrowing rates, interest on long-term debt declined sharply year over year. Fluctuations in interest rates had a positive impact on financial instruments and resulted in higher year over year gains as the fair value of interest rate swaps turned more favourable. The positive contributions stemming from lower interest expense and higher financial instrument gains, was entirely offset by an increase in income taxes. Both current and deferred income tax expense increased comparatively. We exhausted our loss carryforward pool in Canada due in large part to our 2008 conversion from a trust to a corporation. In connection with our conversion to a corporation, we repaid or capitalized all intercompany notes which were in place to facilitate the distribution of distributions to unit holders and reduce taxation in the underlying companies generating the cash flows. Deferred income tax expense increased sharply in our U.S. business due to the utilization of loss carryforwards. IESI-BFC Ltd. -December 31,2010 - 20 Total assets 2010-2009 Total assets increased approximately $1,392,900. The value of total assets acquired on our acquisition of WSI totaled approximately $1,018,700, while other "tuck-in" acquisitions amounted to approximately $330,200. The rise in the Canadian dollar relative to its U.S. counterpart accounts for approximately $59,700 of the increase. 2009-2008 The approximately $64,700 increase in total assets was largely attributable to FX. FX represented approximately $70,900 of the year-to-year change, intangible assets, excluding FX, declined approximately $21,200, due to normal course amortization exceeding current year additions. The decline in intangible assets was partially offset by increases in capital and landfill additions outpacing normal course amortization, and the addition of goodwill attributable to acquisitions completed in 2009. Total long-term liabilities 2010-2009 Total long-term liabilities increased approximately $638,000 which is principally attributable to higher long-term debt advances. As previously noted, we entered into new Canadian and U.S. facilities to complete our acquisition of WSI. On closing, we borrowed approximately CS 131,300 and $286,200, respectively, to extinguish WSI's outstanding long-term debt, to pay high yield defeasance interest, and to pay change of control amounts to certain WSI executives and senior management. We also completed the acquisition of Fred Weber Inc., Crown Excel Disposal LLC and Weber Gas Energy, LLC (collectively "Fred Weber") on December 23, 2010 and borrowed approximately $162,500 to finance the transaction. FX also contributed approximately $19,100 to the year over year increase in long-term debt advances. Long-term landfill closure and post-closure accruals rose approximately $26,900 year-to-year. Acquisitions contributed approximately $18,100 to the increase, coupled with FX of approximately $1,100. The balance of the increase in long-term landfill closure and post-closure costs is due to current year provisions, accretion and cash flow revisions in estimates, outpacing current year spending. A rise in deferred income tax liabilities also contributed to the increase, increasing approximately $4,200 year over year. The utilization of loss cart/forwards in our U.S. business, which represents a decline in deferred tax assets, was the primary reason for the comparative increase in deferred income tax liabilities. Deferred income tax liabilities of approximately $13,200, recognized on other "tuck-in" acquisitions completed in the year, also contributed to the year over year increase. Partial offsets to these increases included, approximately $34,300 in deferred income tax assets recognized on our acquisition of WSI, coupled with timing differences between accounting and tax values for capital and intangible assets in our Canadian business 2009-2008 The decline in total long-term liabilities is due in large part to the decline in long-term debt, approximately $180,200. In 2009, we applied the net proceeds from equity issuances completed in the year to repay advances on our U.S. facility. These repayments were partially offset by the absorption of our senior secured series A debenture, a current liability in 2008, under our existing Canadian credit facility. The impact of FX on long-term debt partially offset the net decline outlined above by approximately $32,800. Both landfill closure and post-closure costs and deferred income tax liabilities rose year over year. The increase in landfill closure and post-closure costs was due to remediation provisions in our U.S. northeast segment related specifically to wet lands mitigation at our Seneca Meadows landfill. The increase in deferred tax liabilities was the result of loss carryforward utilization and an increase in the carrying amount of landfill and intangible assets exceeding their tax values. IESI i3FC Ltd. -December 31,2010 - 21 Summary of Quarterly Results (afl arnoun ts are in thousands of U.S. dollars, except per share or trust unit amounts) 2009 Q4 Q3 Q2 Q1 Total Canada $ 96,473 $ 94,644 $ 87,188 $ 70,983 $ 349,288 U.S. south 86,882 89,359 83,899 80,047 340,187 U.S. northeast 79,107 84,408 82,613 72,863 318,991 Total revenues $ 262,462 $ 268,411 $ 253,700 $ 223,893 $ 1,008,466 Net income $ 9,875 $ 19,109 $ 15,105 $ 9,639 $ S3,728 Net income per weighted average share, basic $ 0.11 $ 0.20 $ 0.19 $ 0.14 $ 0.64 Net income per weighted average share, diluted $ 0.11 $ 0.20 $ 0.18 $ 0.14 $ 0.63 Adjusted net incomelA) $ 15,039 $ 19,848 $ 14,651 $ 10,053 $ 59,591 Adjusted net income(A) per weighted average share, basic $ 0.16 $ 0.21 $ 0.18 $ 0.14 $ 0.71 Adjusted net income(A) per weighted average share, diluted $ 0.16 $ 0.21 $ 0.18 $ 0.14 $ 0.70 Seasonality Revenues are generally higher in spring, summer and autumn months due to higher collected and received waste volumes. Operating expenses to service and dispose of higher waste volumes also increases commensurate with the rise or fall in revenues. IESI-BFC Ltd. -December 31,2010 - 22 Revenues Canadian segment revenues expressed in thousands of Canadian dollars Q4 Q3 2009 $ 102,942 $ 10&996 $ 102,390 $ 88,396 $ 398,724 2008 $ 9~S57 $ 104,999 $ 10~7S4 $ 85,768 $ 391,078 2009 less 2008 revenues $ 3,38S $ (3) $ 1,636 $ 2,628 $ 7,646 Our acquisition of WSI is the primary contributor to the increase in third and fourth quarter revenues. The balance is due to organic growth and other "tuck-in" acquisitions. In each of the current year quarters, and excluding the contributions to revenue from WSI, comparative revenue gains are principally attributable to stronger overall pricing, volume and contributions from other "tuck-in" acquisitions. We have also enjoyed stronger comparative commodity pricing this year compared to last. While we made improvements in each current year quarter, we caution readers that the economic climate continues to be fragile and can impact certain services we offer and the revenue we generate from these services. Economic disruptions can have a significant impact on our ability to realize revenue growth in future periods. The dip in third quarter 2009 revenues compared to the same quarter in 2008 is the result of fuel surcharges. In the second and third quarters of 2008, diesel fuel costs were in excess of one dollar and forty cents Canadian per litre. While third quarter 2008 and 2009 revenues appear consistent period-to-period, 2008 third quarter revenues include fuel surcharges that were approximately C$2,100 higher than the third quarter of 2009. Fuel surcharges are the primary cause of the disparity in quarterly revenue performance when compared to the comparable periods. U.S. south segment Q4 Q3 Q2 QI Total 2009 $ 86,882 $ 89,359 $ 83,899 $ 80,047 $ 340,187 2008 $ 83,452 $ 87,809 $ 87,392 $ 79,490 $ 338,143 2009 less 2008 revenues $ 3,430 $ 1,550 $ (3,493) $ 557 $ 2,044 The acquisition of WSl was the primary contributor to the increase in third and fourth quarter revenues. Other "tuck- in" acquisitions also contributed to the increase. On balance, U.S. south segment revenues have generally delivered a stronger performance in each comparable quarter. In each 2010 quarter, comparative revenue gains are attributable to stronger overall net pricing, higher volume, and contributions from other "tuck-in" acquisitions. Our U.S. south segment is not exposed to commodity prices like our Canadian and U.S. northeast segments. The timing of contract wins, which commenced in 2009, has muted comparative revenue growth in the third and fourth quarters of 2010 versus the growth we enjoyed in the first and second quarters of the year. The decline in second quarter 2009 revenues compared to the same quarter in 2008 was the result of a decline in fuel surcharges. Fuel surcharge declines totaled approximately $5,100 comparatively. IESI-BFC Ltd. -Decernber 31, 2010 23 U.S. northeast segment Q4 Q3 Q2 Q1 Total 2009 $ 79,107 $ 84,408 $ 82,613 $ 72,863 $ 318,g91 2008 $ 79,853 $ 93,461 S 90,414 $ 78,441 $ 342,169 2009 less 2008 revenues $ (746) $ (9,053) $ (7,801) $ (S,S78) $ (23,178) Our U.S. northeast segment experienced consecutive quarterly declines in 2009 and was hardest hit by the economic downturn. In the fourth quarter of 2009, we began to see the reversal of this trend and we are encouraged by the rebound in our performance for 2010. Commodity pricing played a role in this segments' comparative 2010 quarterly performance, but pricing gains, particularly from our commercial and industrial revenue streams, also contributed to the comparative growth. Landfill pricing also contributed to the quarterly growth, while higher recycling volumes were limited to the third quarter of the year. As mentioned in our U.S. south segment discussion, our U.S. northeast segment is subject to commodity pricing fluctuations. A continuing environment of stable commodity pricing and a return to a more robust and vibrant economy, has served this segment well in each comparative quarter in 2010. Net income Q4 Q3 Q2 Q1 Total 2009 $ 9,875 $ 19,109 $ lS, 10S $ 9,639 $ 53,728 2008 $ ~919 $ 16,274 $ 17,444 $ 11,322 $ s~gs9 2009 less 2008 net income $ (44) $ 2,835 $ (2,339) $ (1,683) $ (1,231 ) Net income generally follows the rise and faU in revenues resulting from the seasonal nature of our business. Net income is also impacted by changes in transaction and related costs, fair value movements in stock options, restructuring expenses, corporate reorganization costs, interest on long-term debt, foreign exchange gains or losses, gains or losses on financial instruments and other non-operating expenses which are not tied to the seasonal nature of our business and fluctuate with other non-operating variables. Net income for each quarter in 2010 was higher than net income in each comparable period in 2009. Higher operating income was driven principally from the acquisition of WSI, other "tuck-in" acquisitions and strong overall organic growth, partially offset by higher transaction and related costs, restructuring and other expenses. Financing a portion of the WSI acquisition with long-term debt resulted in higher third and fourth quarter interest expense which partially offset our stronger revenue and operating income performance in these periods. Lower debt levels and interest rates in the first and second quarters of 2010 helped contribute to the stronger comparative net income performance. Higher comparative income tax expense stemming from stronger operating results and the third quarter acquisition of WSl, resulted in a lower comparative net income versus each of the comparative periods a year ago. The variability of net income quarter-to-quarter is due in large part to the fluctuation of non-operating variables which are largely outside of our control, and in certain circumstances are the result of the accounting treatment we have elected to take with regards to certain hedging arrangements. Additionally, non-recurring items, including significant transaction and related costs, costs incurred to complete the conversion of the Fund to a corporation, restructuring and other expenses, have also impacted net income performance quarter-to-quarter. Net income was higher in the first and second quarters of 2008 compared to 2009. In the second quarter of 2008, we recorded a gain on financial instruments which was approximately $3,800 higher than the gain recorded in the comparative quarter in 2009. The gain was the result of fluctuations in interest rates which resulted in fair value gains on interest rate swaps recorded in our U.S. business. In the first quarter of 2008, we recognized a deferred income tax recovery compared to a first quarter 2009 deferred income tax expense which contributed an additional $12,500 to 2008 first quarter net income compared to the same quarter in 2009. The erosion of loss carryforwards in IES~ BFC Ltd. -December 31,2010 - 24 2009 (deferred income tax expense) compared to the addition of loss carryforwards in 2008 (deferred income tax recovery) in our U.S. business and timing differences between the carrying value of capital assets and their tax values in the U.S. were the primary contributors to higher deferred income tax expense in 2009 and higher comparative deferred income tax recoveries in 2008. Contributions to first quarter 2008 net income from deferred taxes, were partially offset by higher net losses on financial instruments, approximately $8,500. As in the second quarter of 2008, fluctuations in interest rates resulted in fair value losses on interest rate swaps recorded in the U.S. Net income in the third quarter of 2009 eclipsed net income achieved in 2008. Stronger 2009 operating income was due in large part to lower amortization expense as a result of fully amortized intangibles and lower per tonne landfill amortization rates. Interest expense was also lower in the third quarter of 2009 versus 2008, approximately $5,500. Lower interest rates and lower debt levels, due principally to the application of net proceeds from share offerings completed in March and June 2009 to long-term debt repayment, are the primary reasons for the decline in interest expense and resulting increase in comparative net income. Lower conversion costs in 2009, representing costs incurred to convert from an income trust to a corporation, approximately $2,100, also contributed to the increase in net income. These contributions to higher comparative net income were partially offset by higher current and deferred taxes. Higher current and deferred income tax expense in our Canadian and U.S. businesses, respectively, is due to the utilization, and or timing of utilization, of losses available for carryforward. Net income per weighted average share, trust unit and PPS equivalent, basic and diluted Net income per weighted average share in each quarter of 2010 was either equal to or higher than each of the comparative quarters ended in 2009. The principal reasons for this performance is due to our strong operating results, the impact of FX, the comparative effect of additional equity issuances in March and June of last year and our third quarter acquisition of WS[ and other "tuck-in" acquisitions. Net income per share in 2009 was lower than each of the comparative quarters ended in 2008. The issuance of equity in 2009 was a significant contributor to the comparable decline. Financial Condition (all amounts are in thousands of shares and U.S. dollars, excluding per share or option amounts, unless olherwise stated) Selected Consolidated Balance Sheet Information Accounts receivable Intangibles Landfill development assets Capital assets Landfill assets Working capital deficit -(current assets less current liabilities) Canada o U.S.- December 31, December 31, Consolidated- 2009 2009 December 31, (') (') 2009 53,134 $ 58,705 $ 111,839 15,188 S 85,729 $ 100,917 59,884 $ 570,586 $ 630,470 2,692 $ 4,985 $ 7,677 161,513 $ 278,221 $ 439,734 175,154 $ 486,584 S 661,738 $ (14,826) $ (27,222) $ (42,048) Accounts receivable Change - Consolidated - December 31,2010 versus December 31,2009 Change - Canada - December 31,2010 versus December 31, 2009 Change - U.S. - December 31, 2010 versus December 31, 2009 The increase in accounts receivable is principally attributable to our acquisition of WSI. At closing, we acquired approximately 550,600 of receivables from WSI, with approximately $33,700 and 516,900 attributable to our Canadian and U.S. businesses respectively. Other "tuck-in" acquisitions we completed in the year contributed an additional approximately $3,900 to the comparative increase in Canadian segment accounts receivable and approximately $11,300 to the increase in U.S. receivables. IESI-SFC Ltd. -December 31, 2010 - 25 FX, organic growth, and the timing of payment receipt are the primary reasons for the remaining increase in Canada. In addition, higher landfill disposal taxes in the province of Quebec and Manitoba also contributed to the comparative increase in accounts receivable. Had the FX rate remained unchanged from December 31, 2009, current period receivables would have been approximately $5,800 lower. The balance of the increase in the U.S., which excludes the acquisition of WSI and "other" tuck-in acquisitions, is due to organic growth and timing of payment receipt. An increase in receivables due from the City of New York accounts for approximately $2,000 of the year over year increase. Intangibles Change - Consolidated - December 31,2010 versus December 31, 2009 Change - Canada - December 31,2010 versus December 31, 2009 Change- U.S. - December 31,2010 versus December 31, 2009 The increase in intangibles is due in large part to the acquisition of WSI. In Canada, intangibles recorded on the acquisition of WSl totaled approximately $78,100, and $65,200 in the U.S. The balance of the increase is due to "tuck- in" acquisitions, approximately $55,500, net of amortization, approximately $34,700, and FX. Goodwill Change - Consolidated - December 31, 2010versus December 31, 2009 Change- Canada - December 31, 2010 versus December 31, 2009 Change - U.S. - December 31,2010 versus December 31, 2009 In connection with our acquisition of WSI, we recorded goodwill of approximately $293,600 and $69,700. in Canada and the U.S., respectively. Goodwill in Canada also increased as a result of changes in FX, while other "tuck-in" acquisitions in our Canadian and U.S. businesses round out the balance of the increases. Landfill development assets Change - Consolidated - December 31,2010 versus December 31, 2009 Change - Canada * December 31, 2010 versus December 31, 2009 Change - U.S.- December 31, 2010 versus December 31, 2009 Ongoing landfill development initiatives in both Canada and the U.S., and FX on Canadian denominated amounts, account for most of the comparative change. The increase in landfill development assets in Canada is due primarily to costs incurred for the expansion of our current Calgary landfill site. The acquisition of WSI added an additional approximately $1,300 to landfill development assets for our U.S. business. Capital assets Change - Consolidated - December 31,2010 versus December 31, 2009 Change - Canada - December 31,2010 versus December 31, 2009 Change - U.S. - December 31,2010 versus December 31, 2009 Capital asset purchases in Canada (expressed on a cash basis) totaled approximately $41,700. Capital asset additions were incurred principally to maintain our existing vehicles and containers, organic growth, infrastructure spending, resulting principally from our acquisition of WSI, and purchases to replace ageing WSI assets acquired. Amortization totaled approximately $40,900. The balance of the change is principally attributable to capital assets recognized on the acquisition of WSI and FX. The fair value of assets acquired is approximately $132,600. Working capital adjustments and disposals partially offset these increases. The increase in capital assets in our U.S. business is a function of capital asset additions (expressed on a cash basis), approximately $55,900, and assets acquired by way of acquisition. Capital asset additions were principally for organic growth, landfill equipment, with the balance attributable to the maintenance of our current compliment of assets and infrastructure. The addition of capital assets in connection with our acquisition of WSI and several other "tuck-in" acquisitions completed in the year, approximately $172,700, was the most significant contributor to the comparative rise. Amortization, approximately $59,700, coupled with disposals and working capital adjustments partially offset these increases. IESI-BFC Ltd. -December 31,2010 - 26 Landfill assets Change- Consolidated - December 31,2010 versus December 31, 2009 Change - Canada - December 31,2010 versus December 31, 2009 Change - U.S. - December 31, 2010 versus December 31, 2009 The fair value of landfill assets acquired in conjunction with the WSI acquisition totaled approximately $57,100 and $130,100, in Canada and the U.S., respectively. The acquisition of Fred Weber also contributed an additional $128,400 to landfill assets in our U.S. segment year over year. Excluding acquired landfill assets, additions in Canada (expressed on a cash basis) totaled approximately $12,600. Additions represent cell or site development principally at our Lachenaie, Ridge and Winnipeg landfills. Capitalized asset retirement obligations, working capital adjustments and FX also contributed to the increase. Amortization, approximately $27,900, partially offset these increases. Amortization, including the amortization of capitalized landfill closure and post-closure costs, approximately $44,500, partially offset the increase in landfill assets in our U.S. business resulting from the acquisition of WSI and Fred Weber. Additions (expressed on cash basis), approximately $32,400, and capitalized asset retirement obligations, approximately $4,800, also contributed to the increase. Landfill construction and provisions for wetlands mitigation at our Seneca Meadows site are the primary contributors to landfill asset additions and capitalized landfill closure and post-closure costs in the period. Working capital adjustments represent the balance of the change. Working capital deficit Change - Consolidated - December 31,2010 versus December 31, 2009 Change - Canada - December 31,2010 versus December 31, 2009 Change - U.S. - December 31,2010 versus December 31, 2009 The decline in our working capital deficit in Canada is due to the following: higher accounts receivable balances due to the acquisition of WSI and an acquisition completed in the first quarter of 2010 coupled with strong organic growth and the timing of payment receipt, partially offset by higher accounts payable, accrued charges, income taxes payable and deferred revenues due principally to the acquisition of WSI. Higher dividends payable is attributable to the common shares we issued in connection with the acquisition of WSI. The increase in our working capital deficit in the U.S. is the result of the following: higher accounts payable, accrued charges, deferred revenues and the current portion of long-term debt, due principally to the acquisition of WSI. Higher accounts receivable, attributable to the acquisition of WSI and other "tuck-in" acquisitions completed in the year, coupled with organic growth and the timing of payment receipt, partially offset the increases in current liabilities. IESI-BFC Ltd. -Decer~ber 31, 2010 - 27 Disclosure of outstanding share capital Special shares Total common and special shares Restricted shares Total contributed equity Common shares Special shares Total common and special shares Restricted shares Total contributed equity Changes to share capital resulting from the acquisition of WSI In connection with our acquisition of WSI, we issued 27,971 common shares to WSI's shareholders on July 2, 2010. Under the terms of the Agreement, we issued 0.5833 of our common shares for each common share issued by WSI and outstanding on the date of closing. In accordance with the Agreement, we assumed WSl's stock option plans on closing which obligated us to issue a maximum of SOS common shares. The stock options have grant dates ranging from October 26, 2005 to March 16, 2009 and either expired or expire between October 26, 2010 and March 16, 2016. The exercise prices for these options range from $7.42 to $18.93. For the period from July 2, 2010 through December 31, 2010, 305 stock options have been exercised for total consideration of approximately $4,300. As of March 9, 2011, an additional 19 stock options have been exercised. In addition, we assumed WSI's unexercised and outstanding warrants to issue 194 common shares at an exercise price of $13.89 per sha re. These warrants are held by an executive officer of the Company, who is also a director, and certain members of his immediate family. These warrants have an issue date of September 7, 2001 and expire on the tenth anniversary from issuance, September 7, 2011. Shareholders' equity We are authorized to issue an unlimited number of common, special and preferred shares, issuable in series. Common Shares Common shareholders are entitled to one vote for each common share held and to receive dividends, as and when determined by the Board of Directors. Common shareholders are entitled to receive, on a pro rata basis, the remaining property and assets of the Company upon dissolution or wind-up, subject to the priority rights of other classes of shares. Special Shares Special shareholders are entitled to one vote for each special share held. The special shares carry no right to receive dividends or to receive the remaining property and assets of the Company upon dissolution orwind-up. The number of special shares outstanding is equivalent to the exchange rights granted to holders of the PPSs. Participating preferred shareholders have the right to exchange one PPS for one hundred common shares of the Company. For each PPS exchanged one hundred special shares are automatically cancelled. On December 31,2010, all special shares were cancelled and each PPS was exchanged for common shares of the Company. Preferred Shares At December 31, 2010, no preferred shares are outstanding. Each series of preferred share, when issued, shall have rights, privileges, restrictions and conditions which are determined by the Board of Directors prior to their issuance. Preferred shareholders are not entitled to vote, but take preference over the common shareholders in the remaining propert7 and assets of the Company in the event of dissolution or wind-up. IESI-BFC Ltd. -December 31,2010 - 28 Non-controlling interest All PPSs outstanding on December 31, 2010 were exchanged for common shares of the Company. Liquidity and Capital Resources (all amounts are in thousands of U.S. dollars, unless otherwise stated) Contractual obligations Long-term debt (current and long-term) Interest on long-term debt(21 Landfill closure and post-closure costs, undiscounted Interest rate swaps Commodity swaps Operating leases Other long-term obligations Total contractual obligations Note: Long-term debt attracts interest at both fixed and variable interest rates. Interest on variable rate debt is calculated based on borrowings and interest rates prevailing at December 31, 2010. Interest is calculated through the period to maturity for all long-term fixed rate debt As outlined below, in the "Changes to long-term debt occurring in conjunction with the WSI acquisition" section of this MD&A, we entered into amended credit facilities in Canada and the U.S. Details of the new facilities and amounts drawn at the date of closing are provided below. Long-term debt Summary details of our long-term debt facilities at December 31,2010 are as follows: Canadian Iong-term debt facilities- stated in Canadian Senior secured debenture, series B Revolving credit facility U.S, long-term debt facilities - stated in U.S. dollars Revolving credit facility Variable rate demand solid waste disposal revenue bonds (~IRBs~) Other Note: IR8 drawings at floating rates of interest, will, under the terms of the underlying agreement, typically be used to repay revolving credit advances on our U.S. facility. However, IRB drawings bearing interest at floating rates requires us to issue ~etters of credit equal to the principal amount of the IRB drawn. IESI-BFC Ltd. -December 31,2010 ~ 29 Funded debt to EBITDA (as defined and calculated in accordance with our Canadian and U.S. fadlities) At December 31,2010, funded long-term debt to EBITDA is as follows: December 31,2010 Funded debt to EBFFDA Funded debt to EBITDA maximum Note: December 31, 2009 Canada U.S. 1.92 2.56 2.75 4.00 Our U.S. long-term debt facility precludes IESI from paying dividends if their funded debt to EBITD^ ratio exceeds 3.9 times. Changes to long-term debt occurring in conjunction with the WSI acquisition Closh~g Agreements On June 23, 2010, we entered into a Closing Agreement with the credit parties to our Canadian facility. The purpose of entering into this agreement was to secure the terms and conditions of the Canadian facility and certain arrangements regarding funding of the WSl acquisition at closing. As consideration for entering into this agreement, we incurred a ticking fee equal to 72.5 basis points per annum calculated on the total C$525,000 commitment available under the Canadian facility. The ticking fee was calculated daily and was payable from the date of the agreement to the earlier of the Canadian facility being executed or 60 days from the execution date of the Closing Agreement. On June 14, 2010, we entered into a Closing Agreement with the credit parties to our U.S. facility. The purpose of entering into this agreement is consistent with the purpose outlined above for our Canadian facility. As consideration for entering into this agreement, we incurred a ticking fee equal to 50 basis points per annum calculated on the total 5950,000 commitment available, at that time, under the U.S. facility. The ticking fee was calculated daily and was payable from the date of the agreement to the earlier of the execution of the U.S. facility or July 30, 2010. Canadian facility On July 2, 2010, in connection with the closing of the WSI acquisition, the Canadian facility became effective. Monies available from the Canadian facility were used to repay WSI's outstanding Canadian indebtedness on closing and are available for general corporate purposes, including permitted acquisitions, subject to certain restrictions. Entering into the Canadian facility increased our availability from C$305,000 to C$525,000 and increased the total additional availability under the facility (the "accordion feature") from C$45,000 to CS 125,000. All committed monies under the Canadian facility are revolving. In addition, the maturity date was extended from May 30, 2011 to July 2, 2014 and certain covenants were amended to reflect the financial condition and operations of the combined Canadian companies. Financial covenant amendments included an increase in the maximum funded debt to EBITDA ratio, as defined and calculated in accordance with the terms of the Canadian facility, from 2.75 times to 3.0 times. The funded debt to EBITDA ratio covenant expands to a maximum of 3.25 times for a period of two quarters following the completion of an acquisition which exceeds C$75,000. Pricing on advances drawn under the facility increased by 125 basis points compared to pricing on the previous facility. The Canadian facility also introduced a new pricing layer for a funded debt to EBITDA position below 1.0 times. Pricing ranges from 112.5 to 237.5 basis points over bank prime for borrowings on prime and 212.5 to 337.5 basis points over Bankers' Acceptances ("8A") for borrowing on BAs. Pricing on financial letters of credit increased by similar amounts and pricing ranges from 212.5 basis points to 337.5 basis points. Standby fees increased by 27.5 to 35 basis points, and pricing ranges from 55 to 85 basis points, while non-financial letters of credit increased by 81.5 to 85 basis points. Security under the Canadian facility remained largely unchanged from the previous facility, and represents a first priority perfected security interest over all personal and real property of the Canadian operating companies and a pledge of the Canadian operating entities equity held by the Canadian parent. On July 2, 2010, advances under the Canadian facility were C$348,000 and total letters of credit outstanding a mounted to C$52,316. Available capacity under the facility, excluding the accordion, at July 2, 2010 was CS 124,684. In addition, our funded debt to EBITDA ratio on closing (as defined and calculated in accordance with our Canadian facility) was 2.08 times. IESt-BFC Ltd.-December 31,2010 - 30 December31, 2010 update On December 31, 2010, advances under the Canadian facility were C$325,000 and total letters of credit amounted to approximately C$53,400. Available capacity under the facility at December 31, 2010, excluding the accordion, was approximately C$146,600 and our funded debt to EBITDA ratio (as defined and calculated in accordance with our Canadian facility) was 1.91 times. Canadian Trust Indenture On July 2, 2010, we entered into the Fifth Amended and Restated Trust Indenture (the "trust indenture"). The purpose of entering into the trust indenture was to permit us to repay WSI's outstanding Canadian indebtedness with accommodations available under the Canadian facility. The amount drawn, maturity, pricing, security and significant terms and covenants in the trust indenture were largely unchanged. Covenant modifications generally reflected the financial condition and operations of the combined Canadian companies and were aligned with changes to the Canadian facility. The financial covenant, funded debt to EBITDA, (as defined and calculated in accordance with the terms of the trust indenture) and referred to above in the Canadian facility section, was similarly modified in the trust indenture. While pricing remained unchanged, pricing was modified to allow for an additional charge should our credit quality deteriorate. Credit quality deterioration, includes, but is not limited to, a rating agency downgrade below investment grade and a funded debt to EBITDA ratio, as defined and calculated in accordance with the terms of the trust indenture, which exceeds 2.75 times. U.S. facility On July 2, 2010, our U.S. facility became effective in connection with the closing of the WSI acquisition. Monies available from the U.S. facility were used to repay WSI's outstanding U.S. indebtedness on closing and are available for permitted acquisitions, subject to certain restrictions, capita[ expenditures, refinancing existing indebtedness, working capital, letters of credit and for general corporate purposes. Entering into the U.S. facility increased our availability from $783,500 to $950,000 and increased the total additionai availability under the facility (the "accordion feature") from $36,500 to $300,000. All committed monies under the U.S. facility are revolving. In addition, the maturity date was extended from January 21, 2012 to July 2, 2014 and certain covenants were amended to reflect the financial condition and operations of the combined U.S. companies. Financial covenants under the U.S. facility remain principally unchanged and include a maximum total funded debt to rolling four-quarter EBITDA ratio of 4.0 times, a minimum rolling four-quarter EBITDA to interest expense ratio of 2.5 times, a capital expenditure maximum of 1.1 times actual depreciation and landfill depletion expense for any fiscal year and precludes IESl from paying dividends if their funded debt to EBITDA ratio exceeds 3.9 times, all of which are defined and calculated in accordance with the terms of the U.S. facility. The U.S. facility requires that we maintain interest rate hedges at fixed rates for at least 40% of the total funded debt, as defined therein. This requirement is unchanged from the conditions included in the preceding facility. Pricing on advances increased comparatively by 100 basis points for LIBOR rate advances at all pricing levels and by 150 to 200 basis points for bank prime advances. Pricing ranges from 250 to 325 basis points over LIBOR for borrowings on LIBOR and 150 to 225 basis points over bank prime for prime rate advances and interest is payable quarterly in arrears. Pricing on financial letters of credit increased and pricing ranges from 262.5 basis points to 337.5 basis points. Standby fees were largely unchanged and range from 37.5 to 62.5 basis points. Security under the U.S. facility remained relatively unchanged from the previous facility, and represents an interest over all assets of the U.S. operating companies and a pledge of the U.S. operating entities equity. On July 2, 2010, advances under the U.S. facility were $650,000 and total letters of credit outstanding amounted to $139,683. Available capacity under the facility, excluding the accordion, at July 2, 2010 was $160,317. In addition, our funded debt to EBITDA ratio on closing (as defined and calculated in accordance with our U.S. facility) was 3.24 times. December 3 I, 2010 update In December 2010, we exercised a portion of the accordion feature available on our U.S. facility which increased the size of the U.S. credit facility by $127,500 to $1,077,500 which became effective January 13, 2011. The accordion feature available on the U.S. facility declined by a similar amount. Accordingly, total remaining additional availability under the facility, assuming an effective date of December 31, 2010, is $172,500. Since we exercised a IESI-13FC Ltd, -December 31,2010 - 31 portion of the accordion feature, we are not required to maintain interest rate hedges at fixed rates for at least 40% of the total funded debt. This condition has been waived for a period not to extend beyond March 31,2011. We are however required to maintain interest rate hedges at fixed rates of interest for at least 30% of total funded debt up to an including March 31,2011. On December 31, 2010, advances under the U.S. facility were $761,000 and total letters of credit amounted to approximately $139,900. Available capacity under the facility, excluding the accordion, was approximately $49,100 and our funded debt to ~:BITDA ratio (as defined and calculated in accordance with our U.S. facility) was 3.19 times. Other In connection with the WSI acquisition, we assumed various notes which included a secured note that was originally payable to WCA of Florida LLC ('~/VCA") and subsequently assigned to Credit Suisse. The note had an original issue date of June 29, 2007 and was originally issued for $10,500. The note is non-interest bearing and requires payments of $125 per month until its maturity in June 2014. The note was entered into as part of a transaction between WSI and WCA to acquire certain WCA assets in Florida and to sell certain WSI operations in Texas. The note is secured by the WCA assets acq uired. At December 31, 2010, the fair value of note outstanding was $4,580. In addition, we assumed a note payable with an original issue date of June 14, 2002 and issue amount of $3,500. The note bore interest at 6.678% and was payable in 180 equal monthly payments of approximately $31, or the equivalent of $370 annually. The note matured on June 14, 2017 and the balance outstanding at July 2, 2010 was $2,064. The note was unsecured and was repaid in the third quarter of 2010. We also assumed a note payable under a financing arrangement for a piece of equipment purchased in 2006. At closing, the total remaining payments under this note amounted to $38. The note was repaid in the third quarter of 2010. Long-term debt to pro forma adjusted EBITDA~ On the closing of the WSI acquisition, and including other completed acquisitions, our pro forma adjusted EBITDA~^~ ratio prepared on a combined basis, assuming FX parity, is approximately 2.5 times. Changes to long-term debt in the period ended December 31, 2010 Canadian long-term debt facilities In the first quarter of 2010, we borrowed approximately C$50,000 to fund an acquisition. Borrowings incurred in respect of this acquisition were higher than two times the acquisitions contribution to EBITDA~. Accordingly, our funded debt to EBITDA ratio increased comparatively. In the second quarter of 2010, we repaid approximately C$19,000 of advances under the facility due in large part to strong cash derived from operating activities. On the closing of the WSI acquisition, long-term borrowings on our Canadian facility were C$348,000 compared to our December 31, 2010 balance of C$325,000. We continue to derive strong cash flow from operations and we applied proceeds, approximately C$24,500, from the divestiture of certain assets to debt repayment as well. This repayment was partially offset by a capital contribution the Canadian business made in the U.S. business to support the U.S. businesses financing of the Fred Weber acquisition. U.S. long-term debt fadlities In the first and second quarters we repaid $10,000 and $18,000, respectively. Strong cash flow from operations and lower capital and landfill expenditures, partially offset by acquisitions, are the primary reasons we were able to repay indebtedness aggressively. On the closing of the WSI acquisition, long-term borrowings on our U.S. facility were 5650,000 compared to our December 31, 2010 balance of $761,000. Closing the Fred Weber acquisition on December 23, 2010 required us to make a drawing on our U.S. facility totaling approximately $150,000. We continue to derive strong cash flow from operations and we are applying this cash to strategic acquisitions, debt repayment and growth capital. At December 31, 2010, we received a waiver to comply with the condition that requires us to maintain interest rate hedges at fixed rates for at least 40% of total funded debt. This condition has been waived for a period not to extend beyond March 31,2011. We are however required to maintain interest rate hedges at fixed rates of interest for at least 30% of total funded debt. With the exception of this condition, we are not in default of our Canadian and U.S. long-term debt facility covenants. IESI-BFC Ltd. -December 31, 2010 - 32 Risks and restrictions A portion of our two revolving credit facilities and a portion of our IRBs are subject to interest rate fluctuations with bank prime, the 30 day rate on bankers' acceptances or LIBOR. U.S. drawings, $481,000, together with amounts drawn on our Canadian revolving facility, C$325,000, and amounts drawn on a portion of our IRSs, $64,000, are subject to interest rate risk. A 1.0% rise or fall in the variable interest rate results in a $4,810, C$3,250 and $640, change in annualized interest expense, respectively. A rise or fall in interest expense in our Canadian business has a direct impact on current income tax expense. Accordingly, a C$3,250 increase in interest expense reduces current income tax expense by approximately C$900. Currently, our U.S. business has losses available for carryforward to shelter income otherwise subject to income tax. Accordingly, a $4,810 and $640 increase in interest expense will result in a lower deferred income tax expense of approximately $2,100. The inverse relationship between interest expense and both current and deferred income tax expense holds true for our Canadian and U.S. businesses should interest rates decline. We are obligated under the terms of our debenture, revolving credit facilities, and IRBs (collectively the "facilities") to repay the full principal amount of each at their respective maturities. Failure to comply with the terms included in any facility could result in an event of default which, if not cured or waived, could accelerate repayment of the underlying indebtedness. If repayment of the facilities were to be accelerated, there can be no assurance that our assets would be sufficient to repay these fad[ities in full. Based on current and expected future performance, we expect to refinance these facilities in full at or before their respective maturities. The terms of the facilities contain restrictive covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability to incur additional indebtedness, to create liens or other encumbrances, to pay dividends on shares and PPSs above certain levels or make certain other payments, investments, loans and guarantees, and to sell or otherwise dispose of assets and merge or consolidate with another entity. In addition, the debenture and revolving credit facilities contain a number of financial covenants that require us to meet certain financial ratios and financial condition tests. Failure to comply with the terms of the facilities could result in an event of default which, if not cured or waived, could result in accelerated repayment. If the repayment of the facilities were to be accelerated, there can be no assurance that our assets would be sufficient to repay these facilities in full. Fuel hedges and interest rate swaps U.S. fuel hedges Notional amount Diesel rate (gallons per month paid expressed in (expressed in Date entered gallons) dollars) Diesel rate received variable I~ffective date Expiration date October 2008 62,500 $ 3.69 Diesel fuel index July 2009 October 2013 June 2009 335,000 $ 2.17 NYMEX Heating Oil Index January 2011 December 2011 June 2009 165,000 $ 2.13 NYMEX Heating Oil Index January 2011 May 2011 June 2009 170,000 $ 2.31 NYMEX Heating Oil Index January 2012 December 2012 June 2009 165,000 $ 2.28 NYMEX Heating Oil Index January 2012 May 2012 June 2009 170,000 $ 2.34 NYMEX Heating Oil Index January 2013 May 2013 Canadian fuel hed~les Diesel rate Notional amount paid (litres per month - (expressed in Date entered expressed in litres) CS's) Diesel rate received variable Effective date Expiration date September 2009 325,000 $ 0.62 NYMEX Heating Oil Index January 2011 December 2011 September 2009 162,500 $ 0.65 NYMEX Heating Oil Index January 2012 June 2012 October 2009 325,000 $ 0.62 NYMEX Heating Oil Index January 20I 1 December 2011 October 2009 162,500 $ 0.65 NYMEX Heating Oil Index January 20t 2 June 2012 IESI-BFC Ltd. -December 31, 2010- 33 Interest rate swaps Fixed interest rate Notional paid (plus Variable interest Date entered amount applicable margin) rate received Effective date Expiration date April 2005 $ 25,000 4.73% 0.29% October 2007 October 2011 September 2007 $ S0,000 4.79% 0.29% October 2007 October 2011 September 2007 $ 35,000 4.89% 0.29% October 2007 October 2012 March 2009 $ 10,000 1.72% 0.28% March 2009 January 2012 October 2010 $ 160,000 1.07% 0.25% November 2010 July 2014 Credit ratings of securities and liquidity Our access to financing depends on, among other things, suitable market conditions and the maintenance of suitable long-term credit ratings. Our credit ratings may be adversely affected by various factors, including increased debt levels, decreased earnings, declines in customer demands, increased competition, a further deterioration in general economic and business conditions and adverse publicity. Any downgrades in our credit ratings may impede our access to the debt markets, raise our borrowing rates or affect our ability to enter into interest rate swaps (that are required under the terms of our U.S. facility) and commodity swaps for a portion of diesel fuel that is consumed in our operations. The following sets forth the credit ratings that we have received from rating agencies in respect of our Canadian senior secured series B debenture and our U.S. facility Canadian rating On July 2, 2010, DBRS confirmed their BBB Iow rating on our Canadian senior secured series B debenture. This announcement removed our rating from under review with developing implications which DBRS issued on November 12, 2009. U.S. ratings In November 2009, Standard & Poor's ("S&P") announced that the WSI acquisition would not by itself affect the corporate rating of our U.S. facility. Accordingly, our U.S. facility is rated aB+ stable by S&P. On May $, 2010, Moody's Investor Service ("Moody's") upgraded our rating on our U.S. facility in anticipation of closing the WSl acquisition. Moody's rating upgrade moved us from a rating of B1 to Ba2 stable. Cash flows Cash flows generated from (utilized in): Year ended December 31 2009 Change Operating activities $ 256,269 $ 37,592 Investing activities $ (148,972) $ (270,711) Financing activities $ (116,574) $ 250,801 Operating activities The acquisition of WSI had a significant impact on cash derived from operating activities, in the year, higher operating income, was partially offset by higher interest on long-term debt and higher cash taxes. The increases in interest expense and cash taxes are principally attributable to the WSl acquisition, other "tuck-in" acquisitions and organic growth. Higher cash from operations was partially offset by the change in non-cash working capital uses which again is principally attributable to the acquisition of WSI. IESI-BFC Ltd. -December 31, 2010 - 34 Investing activities The increase in cash utilized in investing activities is attributable to acquisitions which are approximately $27],700 higher than the comparable period a year ago. Higher capital and landfill spending, approximately $20,400, was fully offset by proceeds from asset divestitures, approximately $23,800. The reasons for the increase in capital and landfill spending are addressed in more detail in the Other Performance Measures - Capital and landfill purchases section of this MD&A. Asset divestitures were required of us in accordance with the consent agreement we reached with the Canadian Competition Bureau. The consent agreement required us to divest of certain WSI acquired commercial customer contracts, equipment and a redundant transfer station. As of December 31, 2010, all assets were divested of in accordance with the consent agreement. Financing activities The increase in cash generated from financing activities year over year is approximately $250,800. The reason for this increase is simply because we borrowed more in the current year and paid less dividends. The reason for the current year increase in borrowings is the result of current year drawings we made to complete the acquisition of WSI and to complete other "tuck-in" acquisitions as well. Our current year borrowings attributable to acquisitions, were well in excess of $600 million. We generated free cash flowIB~ in the current year of approximately $142,$00, net of dividends paid, which we used to repay outstanding borrowings. In the previous year, comparative acquisition activity was significantly lower which required us to make drawings on our credit facilities less frequently and at lesser amounts. We also issued equity in the comparative year and we applied the net proceeds from its issuance to repay advances on our U.S. facility. Dividend payments declined comparatively due in large part to a special dividend of C$0.50 per share which was only paid in 2009. The issuance of equity on the closing of the WSI acquisition, and to a lesser extent the execution of stock options we assumed on closing of the WSI acquisition, partially offset this decline. Critical Accounting Estimates General Our MD&A uses information from our financial statements prepared in accordance with U.S. GAAP. In the preparation of our financial statements, we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and, where and as applicable, related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include, amongst others, landfill closure and post-closure costs, landfill assets, goodwill, income taxes, accrued accident claims reserves and other areas of our business that require judgment. Our estimates are based on historical experience, our observance of trends in particular areas and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from estimated amounts. We believe that we employ significant estimates in the determination of certain accounting amounts in the areas outlined below. Landfill closure and post-closure costs In the determination of landfill closure and post-closure costs we employ a variety of assumptions, including but not limited to, the following: engineering estimates for materials, labour and post-closure monitoring, assumptions market place participants would use to determine these estimates, including inflation, markups, and inherent uncertainties due to the timing of work performed, the credit standing of the Company, the risk free rate of interest, current economic and financial conditions, landfill capacity estimates, the timing of expenditures and government oversight and regulation. IESI-BFC Ltd. -December 31,2010 - 3S Significant increases or decreases in engineering cost estimates for materials, labour and monitoring or assumptions market place participants would use to determine these estimates could have a material adverse or positive effect on our financial condition and operating performance, all else equal. Material inputs tied to commodity prices, which may include fuel or other commodities, whose value fluctuates with multiple and varied market inputs or conditions, could result in a rise or fall in engineering estimates. Both increases and decreases in cost estimates will be recognized over the period in which the landfill accepts waste. However, upward revisions in cost estimates are discounted applying the current credit adjusted risk free rate, while downward revisions are discounted applying the risk free rate when the estimated closure and post-closure costs were originally recorded or a weighted average credit adjusted risk free rate if the period of original recognition cannot be identified. Our cost estimates are estimated applying present value techniques. Accordingly, a decline in either the risk free rate or our credit spread over the risk flee rate, or both, results in higher recorded landfill closure and post-closure costs. Inversely, an increase will result in lower recorded landfill closure and post-closure cost accruals. Fluctuations in either of these estimates could have a material adverse or positive effect on our financial condition and operating performance. A decrease or increase in the expected inflation rate will result in lower or higher recorded landfill closure and post- closure costs. A change to our inflation estimate could have a material adverse or positive effect on our financial condition and operating performance. Landfill capacity estimates are developed at least annually using survey information typically provided by independent engineers or land surveyors and are reviewed by management having the appropriate level of knowledge and expertise. An increase in landfill capacity estimates, due to changes in the respective operating permit or design, deemed permitted capacity assumptions, or compaction, does not impact recorded landfill closure and post-closure costs, but does impact the recognition of expense in subsequent periods. All else equal, accretion expense, which is recorded to operating expenses, will increase over the life of the site and thereby reduce adjusted EBITDA~A~. Landfill amortization expense will decline by a similar amount. The inverse holds true for a decrease in capacity estimates. Changes in landfill capacity estimates could have a material adverse or positive impact on our operating performance. Changes to the timing of expenditures or changes to the types of expenditures or monitoring periods established through government oversight and regulation could have a material adverse or positive impact on our financial condition and operating performance. If the timing of expenditures becomes more near-term, recorded landfill closure and post-closure cost estimates will increase. Changes to government oversight and regulation could increase or decrease estimated costs or the timing thereof, or result in additional or diminished capacity estimates as a result of permit life expansion or contraction. A governmental change which renders the landfill's operating permit inactive will result in the acceleration of both closure and post-closure costs, which will increase the recorded amount of landfill closure and post-closure costs, and these amounts could be material. Competitive market pressures or significant cost escalation may not be recoverable through gate rate increases and could impact the profitability of the landfills operation or its ability to operate as a going concern. As landfills near the end of their active life, which is the case for our Calgary landfill, any change in estimate can have a significant impact on landfill closure and post-closure cost accruals as the period to ultimate spending is more near term than for any other landfill site. Landfill assets Similar to landfill closure and post-closure costs, the determination of landfill asset amortization rates requires us to use a variety of assumptions, including but not limited to, the following: engineering estimates for materials and labour to construct landfill capacity, inflation, landfill capacity estimates, and government oversight and regulation. IESI-BFC Ltd. -December 31, 2010 - 36 Changes to any of our estimates, which may include changes to material inputs tied to commodity prices, economic and socio-economic conditions which impact the rate of inflation, changes to landfill operating permits or design, deemed permitted capacity assumptions, or compaction which impacts landfill capacity estimates or a change in government or a governmental change that impacts estimated costs to construct or impacts capacity, may have a material adverse or positive impact on our financial condition and results of operations. Changes which increase cost estimates or reduce or constrain capacity estimates will result in higher landfill asset amortization expense in future periods, but have no immediate effect on capitalized landfill assets unless the asset is determined to be impaired. Higher landfill asset amortization will be recorded over a shorter period of time to reflect the shortened life of the site. Changes which decrease cost estimates or increase capacity estimates will have the inverse effect. Included in the capitalized cost of landfill assets, are amounts incurred to develop, expand and secure the landfills operating permit in addition to capitalized interest costs which are capitalized over the period when portions of the landfill are being constructed but is not available for use. These amounts are amortized over the period in which the landfill actively accepts waste. Any change to capacity estimates will impact the period over which these costs are amortized. A governmental change which renders the landfill's operating permit inactive will result in the recognition of an impairment charge on landfill assets, and this charge could be material. Competitive market pressures or significant cost escalation may not be recoverable through gate rate increases and could impact the profitability of the landfills operation and its ability to operate as a going concern. Goodwill Goodwill is not amortized and is tested annually for impairment or more frequently if an event or circumstance occurs that more likely than not reduces the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include: a significant adverse change in legal factors or in the business climate; an adverse action or assessment by a regulator; unanticipated competition; a loss of key personnel; a more likely than not expectation that a significant portion or all of a reporting unit will be sold or otherwise disposed of; the testing for write-down or impairment of a significant asset group within a reporting unit; or the recognition of a goodwill impairment loss by a subsidiary that is a component of the reporting unit. Goodwill is not tested for impairment when the assets and liabilities that make up the reporting unit have not changed significantly since the most recent fair value determination, the most recent fair value determination results in an amount that exceeded the carrying amount by a substantial margin, and based on an analysis of events that have occurred and circumstances that have changed since the most recent fair value determination, the likelihood that a current fair value determination would be less than the current carrying amount of the reporting unit is remote. We have identified our reporting units as our operating segments and the amount of goodwill assigned to each and methodology employed to make such assignments has been applied on a consistent basis. With the acquisition of WSI complete in the third quarter of 2010, we added WSI's Canadian operations to our Canadian segment and WSI's U.S. operations to our U.S. south segment. The impairment test is a two step test. The first test requires us to compare the fair value of our reporting units to their carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. However, if the carrying amount of the reporting unit exceeds its fair value, the fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of impairment loss, if any. The fair value of goodwill is determined in the same manner as the value of goodwill determined in a business combination, whereby the excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the fair value Of goodwill. Fair value is the amount at which an item can be bought or sold in a current transaction between willing parties, that is, other than in a forced sale or liquidation. In determining fair value, we have utilized a discounted future cash flow approach. Additional measures of fair value are also considered by us. Accordingly, we compare fair values determined using a discounted future cash flow approach to other fair value measures which may include some of all of the following: adjusted EBITDAI^l multiplied by a market trading multiple, offers from potential suitors, where available, or appraisals. There may be circumstances where an alternative method to determine fair value is a more accurate measure. Accordingly, if our enterprise value declines due to share price erosion or our adjusted EBITDA~^~ declines as a result of a more pronounced and prolonged recession, loss of business or loss of operating permit, goodwill may be impaired and could have a material adverse effect on our financial condition and operating performance. IESI-BFC Ltd. -December 31, 2010 - 37 We completed our annual test for impairment on April 30, 2010, at which time we determined that the fair value of our Canadian and U.S. south reporting units substantially exceeded their carrying amounts. At April 30, 2010, the fair value of our U.S. northeast segment exceeded its carrying amount by 12.6%, which was a substantially lower margin of excess compared to our Canadian and the U.S. south segments. We use the discounted cash flow and the market approach, using the Company's share price and multiples of revenues less operating expenses and selling, general and administration expense, to establish the fair value of the U.S. northeast reporting unit. The primary assumptions employed in the discounted cash flow approach include revenue growth of 3.0%; capital and landfill expenditures equal to 9.4% of revenue; revenues [ess operating expense and selling, general and administration expense margin improvement in the first five years of 0.5% and nil thereafter; no acquisitions are assumed; certain corporate costs are assumed; a tax rate of 40% is applied and a discount rate of 8.03%. There is significant subjectivity in estimating fair value. Accordingly, an increase in interest rates, all else equal, would result in an increase in the risk free rate of interest and cause the discount rate to increase resulting in a lower calculation of fair value. In addition, we have significant operating losses that are available to shelter income that is otherwise subject to tax. The erosion of these losses resulting from the reporting unit continuing to generate income subject to tax increases cash taxes which results in a reduction of the reporting unit's fair value. Finally, a further decline in this segment's performance due to loss of business or recurring economic weakness could also result in a lower calculation of fair value. The carrying amount of goodwill allocated to the U.S. northeast segment amounts to approximately $405,900 at December 31, 2010 (2009 - $402,200). A review of conditions existing at December 31, 2010 did not warrant us re-performing our test for goodwill impairment. We will continue to monitor both economic and financial conditions and re-perform our test for impairment as conditions present themselves. Income taxes Deferred income taxes are calculated using the liability method of accounting. Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates and laws. The effect of a change in tax rates on deferred income tax assets and liabilities is recorded to operations in the period in which the change in tax rate occurs. Unutilized tax loss carryforwards that do not meet the more likely than not threshold are reduced by a valuation allowance in the determination of deferred income tax assets. Significant changes to enacted tax rates or laws, or estimates of timing differences and their reversal, could result in a material adverse or positive effect on our financial condition and operating performance. In addition, changes in regulation or insufficient taxable income could impact our ability to utilize tax loss carryforwards, which could have a significant impact on deferred income taxes. The recognition of deferred tax assets related to unutilized loss carryforwards is supported by our historical, and expected, ability to generate income subject to tax. However, should we be unable to continue generating income subject to tax, deferred tax assets stemming from unutilized loss carryforwards may not be available to us prior to their expiry. We have historically and will continue to use every effort to ensure that discretionary tax deductions are curtailed in periods where the expiry of loss carryforwards are imminent to maximize our realization of these deferred tax assets. Should we not be able to realize our deferred tax assets attributable to loss carryforwards, we would record a deferred income tax expense in the period when we determined the likelihood of realizing these losses as less likely than not. Our maximum exposure is equal to the carrying amount of the deferred tax asset attributable to loss carryforwards, approximately $109,000. Loss carryforwards available to us from our acquisition of WSI and related specifically to WSl's U.S. operations are included in this amount. In light of our historical ability to generate income subject to tax and based on our expectations for the future, we view the risk of not realizing these deferred tax assets as Iow. We recognize accounting expense related to landfill closure and post-closure costs and these accounting expenses are not deductible for tax on a similar basis. This difference results in a deferred tax asset. We are obligated under the terms of our landfill operating permits to satisfy the obligations for closure and post-closure monitoring at each site. We view our historical financial performance, expected future financial performance, relationships with all levels of government and community as key indicators that we will continue as a going concern, and, as such, deem the risk of not recognizing these deferred tax assets as Iow. IE$1-BFC Ltd. -December 31,2010 - 38 Accrued accident claims reserve In the U.S. we are self-insured for certain general liability, auto liability, and workers' compensation claims. For certain claims that are self-insured, stop-loss insurance coverage is maintained for incidents in excess of $250 and $500, depending on the policy period in which the claim occurred. For claims where stop-loss insurance coverage is not maintained, additional insurance coverage has been added to cover claims in excess of these self insured levels. We use independent actuarial reports both quarterly and annually as a basis for developing our estimates for reported claims and estimating claims incurred but not reported. Significant fluctuations in assumptions used to assess and accrue for accident claims reserves, including filed and unreported claims, claims history, the frequency of claims and settlement amounts, could result in a material adverse or positive impact on our financial condition and operating performance. Other Other estimates include, but are not limited to, the following: estimates for doubtful accounts receivable; recoverability assumptions for landfill development assets; the useful life of capital and intangible assets; estimates and assumptions used in the determination of the fair value of contingent acquisition payments; various economic estimates used in the development of fair value estimates, including but not limited to interest and inflation rates; share based compensation and warrants, including a variety of assumptions used in option pricing models; and the fair value of financial instruments. New Accounting Policies Adopted or Requiring Adoption Improving Fair Value Measurements and Disclosures In January 2010, the Financial Accounting Standards Board ("FASB") issued additional disclosure guidance aimed at improving fair value measurements and disclosures. This amending guidance sets forth new disclosures which include the following: disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements accompanied by a description for the reasons for the transfers, a reconciliation of fair value measurements in Level 3 presenting separately information about purchases, sales, issuances and settlements on a gross rather than net basis, disclosure of fair value measurements for each class of assets and liabilities, and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements (Level 2 and Level 3). For us, this guidance is effective January 1, 2010, except for the disclosure of purchases, sales, issuances and settlements in the roll forward activity for Level 3 fair value measurements, which is effective January 1,2011. This guidance is not expected to have a significant impact on our financial statements. Disclosure of Supplementary Pro Forma Information for Business Combinations In December 2010, FASB issued additional disclosure guidance aimed at addressing the diversity in practice related to pro forma revenue and earnings disclosures for business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination which are included in reported pro forma revenue and earnings. For us, this guidance is effective prospectively and applies to business combinations with an acquisition date that is on or after January 1, 2011. Early adoption is permitted. This guidance will have no significant impact on our financial statements. IESI-BFC Ltd. -December 31, 2010 - 39 Related Party Transactions On January 4, 2010, we entered into a Share Purchase Agreement with two companies to acquire a fifty percent ownership interest in each. The remaining fifty percent ownership interests are held by two trusts. The brother of our Vice Chairman and Chief Executive Officer serves as a trustee for both trusts. Our Vice Chairman and Chief Executive Officer serves as a trustee for one of the two trusts. The Company's Vice Chairman and Chief Executive Officer has no economic interests in the trusts or their underlying assets. The business conducted by each of these two companies is consistent with the business of the Company and is comprised principally of compactor and related equipment rental. Our original investment in these companies totaled approximately $3,300 or C$3,500, which includes common shares in the invested companies and net adjustments, as defined in the Share Purchase Agreement. Investments in which we have joint control over the strategic operating, investing and financing policies of an investee, are accounted for using the equity method of accounting. Under the equity method of accounting, we record our initial investment at cost. The carrying value of our initial investment is subsequently adjusted to include our pro rata share of post-acquisition earnings from the investee, reflecting adjustments similar to those made in preparing consolidated financial statements. The amount of the adjustment is included in the determination of the Company's net income. In addition, our investment is also increased or decreased to reflect loans and advances, our share of capital transactions, changes in accounting policies and corrections of errors relating to prior period financial statements applicable to post-acquisition periods. Dividends received or receivable from our investee reduces the carrying value of our investment. On December 6, 2010, we issued a promissory note to our equity accounted investee for C$750. The promissory note is repayable on demand with no fixed term to maturity. Interest on the note accrues at a rate equal to the greater of 5.5% per annum, or the rate which is equal to Toronto-Dominion Bank prime plus 2.0°6 per annum calculated annually, not in advance, and payable on maturity. The promissory note may be repaid, in whole or in part, at any time, subject to certain restrictions. A company providing transportation services to us is owned by an officer of a subsidiary of BFI Canada Inc. Total charges of approximately $1,800 were incurred for the year ended December 31, 2010 (2009 - $700). Pricing for these transportation services is billed at fair market value. The father-in-law of our Executive Vice President Corporate Development was employed by WSl until his retirement in October 2008. As partial consideration for his retirement he received C$400 in 2010 and will receive C$100 for each year thereafter until his death. We lease office space which is owned by the son of one of our directors. The lease commenced in 2004 and has a lease term often and a half years, with a right to extend for a further five years. The cost of the lease approximates C$300 annually. We anticipate subletting this lease. These transactions are in the normal course of operations. Outlook Overview Management is committed to employing its improvement and market-focused strategies with the goal of delivering value to its shareholders. Management's objective is continuous improvement, which equates to a focus on revenue growth and effective cost management. New market entry, existing market densification, and landfill development will be our continued focus as we look for ways to expand our operations, increase customer density in strategic markets, and increase the internalization of disposed waste. Our strengths remain founded in the following: historical organic growth, growth through strategic acquisition, strong competitive position, a solid customer base with long-term contracts, disciplined operating process, predictable replacement expenditure requirements, and stable cash flows. We remain committed to actively managing these strengths in the future. IESI-BFC Ltd. -December 31,2010 - 40 Reasons for acquiring WSI We executed the acquisition pursuant to our strategy of growth through acquisition. Specifically, we believe that the acquisition will provide us with the opportunity to diversif~ our business across U.S. and Canadian markets, customer segments and service lines. [n addition, the transaction will enable us to increase the internalization of disposed waste in our Canadian and U.S. northeast markets. We believe that the acquisition of WSI will create significant annual synergies and cash flow and earnings per share accretion, enhancing short-term and long-term returns to our shareholders. We plan to direct the additional cash flow expected to be created from the acquisition towards funding growth capital, dividend payments, additional accretive strategic acquisitions, debt reduction or common share repurchases. Strategy Increase collection density. We seek to compete in high density, urban markets that provide us with the opportunity to further develop our market positions. Our ability to strategically increase collection density in a given market enhances our flexibility to pursue organic growth strategies, generate cash flow and achieve margin expansion through vertical integration. In addition, driving additional revenue per hour against a fixed cost base creates operating leverage in our business model. We will continue to focus on existing markets that support our market strategy and will pursue new markets that provide us with the opportunity to apply our operational strategy. Optimize asset mix to improve return on capital. We seek to balance the composition of our assets within our segments and operating areas to effectively implement our asset productivity strategies. By optimizing our collection and disposal asset base around a mix of commercial, industrial and residential customers, we believe we can increase our return on invested capital. Our asset mix in Canada has consistently generated strong adjusted EBITDA~ in each of the last five years. We have and will continue to execute a variety of strategies to adjust our asset mix and to improve margins in our U.S. operations. For example, our asset footprint in our northeast segment has a higher proportion of landfill operations than we deem optimal. Accordingly, we intend to acquire collection assets to increase density and optimize price and volume strategies through our collection assets in this or adjacent segments. Generate internal growth. Through focused business development efforts, we strive to increase waste volumes secured by contract in the markets we serve. In particular, we are focused on obtaining new commercial, industrial and residential contracts in markets that we can integrate into our existing operations. By increasing route density, we can enhance the internalization and margin profile of our existing operations. In addition, we intend to apply different pricing strategies, when appropriate, to appropriately capture the value of our service offerings. Increase internalization. We seek to increase our internalization of waste in markets we serve by controlling the waste stream, from our collection to our disposal operations. Internalization gives us a greater ability to control costs by avoiding third-party landfill tipping fees and allows for better asset utilization within our business. We believe vertical integration is critical to maintaining access to a landfill or other waste disposal facility on favorable terms and to maintaining a steady supply of waste, which is needed in order to operate these facilities economically. We aim to increase route density and acquire assets that enhance vertical integration opportunities in markets that support our internalization goals. Pursue strategy enhancing acquisitions. We employ a disciplined approach to evaluating strategic acquisitions. We intend to pursue acquisitions that support our market strategy and are accretive on a free cash flow~8~ measure before synergies. Our acquisition efforts are focused on markets that we believe enhance our existing operations or provide significant growth opportunities. We believe that our experienced management team, decentralized operating strategy, financial strength and scale make us an attractive buyer for acquisition targets. IE$1-BFC Ltd. -December 31,2010 - Operations Our objective is to pass through fuel and commodity surcharges, and environmental costs, including government imposed disposal charges to our end customers, with a view to eliminating variability in our operating results and cash flows. However certain services and contracts make it difficult to recover fuel and commodity price variability. Therefore, to eliminate a portion of this variability, we may enter into fuel and commodity hedges. Readers are reminded that increasing fuel costs, environmental costs, and government imposed disposal charges result in higher revenues when passed through to end customers which, all else equal, reduces our gross operating margin (defined as revenues less operating expenses divided by revenues). We believe that our revenues are closely correlated to both gross domestic product ("GDP') growth and overall population growth in the segments we serve. In Canada, the GDP growth forecast is approximately 2.4% for 2011. Accordingly, and at a minimum, we expect to realize 2011 revenue growth in Canada which is at least equal to GDP growth. In addition, we remain committed to the pursuit of volume and organic growth to improve density and productivity, and we will continue to look for core pricing growth in the markets we serve. Further, we will look to maximize landfill tonnages and recover operating cost variances resulting from diesel fuel pricing and other cost variables, and we will continue our growth through strategic "tuck-in" acquisitions. In the U.S., the GDP growth forecast is approximately 2.5% for 2011. We expect our U.S. south operations will grow at this pace; however we are less optimistic about our growth prospects in the U.S. northeast. Not unlike our Canadian operations, we will continue to execute our market focused strategies, to influence price, volume, densification and productivity. We will continue to pass along operating cost variability and continue our growth through strategic acquisition. As outlined in the WSI Acquisition section of this MD&A, the acquisition of WSI will result in a significant change in our consolidated operating results for the first half of, and for the year ended, 2011. Other Cross listing Our shares are listed on both the Toronto and New York stock exchanges. Investors and potential investors can trade our common shares on either exchange. Since cross listing, we have experienced a two fold increase in the total average daily trading volume of our common shares. We expect trading volumes to continue at this level. Taxation In 2009, our Canadian operations effectively utilized all of its tax shelter available from carryforward losses, which has resulted in higher comparative cash tax expense in 2010. Please refer to the liquidity section below for additional details. In March 2010, the Minister of Finance announced that it intends to allow property losses that would have otherwise been lost to subsidiaries of an income trust on the trust's wind-up. This position requires enactment before we can record the benefit for accounting purposes due to our winding up of the trust in 2009. The benefit is expected to be in excess of C$3,000. Financing strategic growth One of our objectives is to grow organically and through strategic acquisition. Growth through strategic acquisition is dependent on our ability to generate free cash flow~B~ and our ability to access debt and equity in the capital markets. We remain confident we will continue to generate free cash flow~B~ in excess of our dividend payments and these excess amounts will be available to finance a portion of our continued growth, including growth through strategic acquisition. Significant growth, especially through strategic acquisition, will require continued access to debt and equity in the capital markets and any capital market restrictions could affect our growth through strategic acquisition. We remain confident that our current access to the capital markets is sufficient to meet our near and longer-term demands for growth. IESI-BFC Ltd. -December 31,2010 - 42 Liquidi~ Our ability to generate cash from operations is strong. in connection with the acquisition of WSI, we amended our Canadian and U.S. credit facilities on July 2, 2010. Please refer to the Liquidity and Capital Resource section of this MD&A for further details. While we expect to enjoy significant cash flows contributed from WSI's operations we expect to incur higher comparative borrowing costs on Canadian and U.S. credit facility advances. Interest expense is fully deductible against income subject to tax. Accordingly, higher interest expense will result in lower tax expense. In addition, borrowing rates are at historical lows in the U.S. and at comparatively Iow levels in Canada. Accordingly, if the economy strengthens, we anticipate that interest rates will rise. An increase in interest rates results in higher interest expense partially offset by lower current or deferred income tax expense. Our operations generate stable cash flows, which we expect will be in excess of our needs to continue operating the business, steady state, and paying dividends, as currently established by our Board of Directors. If we do not execute on our strategy to grow through acquisition, we expect that excess cash would initially be applied against long-term debt advances and secondarily to the repurchase of our common shares or the payment of higher dividends. Executing significant acquisitions will impact our available liquidity and can affect our borrowing rates. Our corporate development team continues to pursue and execute our strategy of growth through acquisition. However, it is difficult to ascertain which targets will effectively be acquired and when these acquisitions will have an impact on our liquidity. Withholding taxes on foreign source income When and as applicable, withholding tax on foreign source income is recorded as current income tax expense on the consolidated statement of operations and comprehensive income or loss. An increase in dividends paid by IESI, or the inability of IESI to return capital, will result in increasing withholding taxes from foreign source income received by the Company. In addition, in connection with the closing of the WSI acquisition, there were various changes made to our organizational structure in order to complete and appropriately structure the transaction. One such change resulted in a portion of our Canadian operations being owned by a U.S. holding company. Accordingly, dividends paid by the Canadian parent for the ultimate benefit of and distribution by IESI-BFC Ltd. to its shareholders will also require the Canadian parent to pay dividends to the U.S. holding company of a like amount. Amounts paid by the Canadian parent to the U.S. holding company are subject to withholding tax. Optimization of tax losses and tax efficiency of structure Management periodically reviews its organizational structure to promote tax efficiency and to optimize the use of tax losses within the structure. We expect to incur additional costs in this regard. Amortization We have historically accounted for acquisitions applying the purchase method of accounting. The purchase method of accounting required us to recognize the fair value of all assets acquired and liabilities assumed, including recognizing all intangible assets separately from goodwill. On acquisition, fair value adjustments typically increased the carrying amount of capital and landfill assets and resulted in the allocation of a portion of the purchase price to identified intangible assets. Accordingly, capital, landfill and intangible asset amortization not only includes amortization of original cost but also includes the amortization of fair value adjustments recognized on acquisition. Even though we have grown organically, a significant portion of our growth has been through acquisitions. Therefore, fair value adjustments included in amortization expense are significant. Our most notable fair value adjustments arose on the formation of our predecessor company, our initial public offering, and our acquisitions of IESI, the Ridge landfill, Winters Bros., and Fred Weber. Due to the inherent difficulty in isolating each fair value adjustment for every acquisition completed by us, it unreasonable to derive the exact impact these acquisitions have had on amortization expense. Fair value adjustments are recognized in amortization expense over the useful life of the underlying asset and for landfill assets over the landfills permitted or deemed permitted useful life. As we continue to grow through acquisition, amortization expense will continue to increase. Increases will be partially offset by declines in fully amortized fair value adjustments. Effective April 2010, certain intangible assets recognized on the Fund's original initial public offering were fully amortized. Accordingly, quarterly intangible asset amortization declined by approximately C$2,200. IESI-BFC Ltd. -December 31,2010 - 43 In connection with our acquisition of WSI, we recorded significant fair value adjustments to the assets we acquired and liabilities we assumed, which includes the recognition of intangibles separately from goodwill. The amortization of these fair value adjustments is significant. As outlined above, fair value adjustments are recognized in amortization expense over the useful life of the underlying asset and for landfill assets over the landfills permitted or deemed permitted useful life. Amortization expense related to fair value adjustments to identifiable intangible assets acquired on the acquisition of WSI totaled approximately $5,900 for the year ended December 31,2010. Financial Instruments Hedge accounting We enter into commodity swaps to reduce our exposure to fluctuations in cash flows due to changes in the price of diesel fuel which we consume to service certain fixed price contracts or in certain segments of our business where the recovery of escalating fuel prices is either difficult or non-existent. To fulfill our objective, we have entered into cash flow hedges specifically tied to various forecasted diesel fuel purchases. We have also entered into interest rate swaps to mitigate the risk of interest rate fluctuations resulting from variable rate interest charged on borrowings under our U.S. facility. Accordingly, we have entered into cash flow hedges to fix the rate of interest on a portion of amounts borrowed on our U.S. facility. We have designated certain commodity and interest rate swaps as cash flow hedges. The following table outlines changes in the fair value of commodity and interest rate swaps designated as cash flow hedges and its impact on other comprehensive income or loss, net of the related income tax effect. Derivatives designated os cosh flow hedges, net of income tax Other comprehensive income, interest rate swaps Other comprehensive income, commodity swaps Total other comprehensive income, net of income tax Year ended December 31 2009 $ 2,717 $ 2,717 At December 31, 2010, commodity and interest rate swaps accounted for as cash flow hedges were determined to be highly effective. Accordingly, no amounts have been recorded to net income due to ineffectiveness or otherwise. We measure and record any ineffectiveness on commodity swaps representing the difference between the underlying index price and the actual price of diesel fuel purchased. Gains or losses are reclassified to net income as diesel fuel is consumed. The estimated net amount of the unrealized losses on commodity swaps expected to be reclassified to earnings within the next twelve months is approximately $1,900 (December 31, 2009 - approximately $800). The timing of actual amounts reclassified to net income is dependent on future movements in diesel fuel prices. We measure and record any ineffectiveness on interest rate swaps using regression analysis. Interest rate swaps are settled quarterly, consistent with our obligation to pay interest on our U.S. credit facility. Gains or losses arising from interest rate swaps are reclassified to interest expense upon settlement. The estimated net amount of the unrealized gains on interest rate swaps expected to be reclassified to earnings within the next twelve months is approximately $1,100. However, the actual amount reclassified to net income is dependent on future movements in interest rates. Credit risk Credit risk is defined as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge its obligation. Our exposure to credit risk is limited principally to cash and cash equivalents, accounts receivable, other receivables, funded landfill post-closure costs, interest rate and commodity swaps, FX agreements, and when and as applicable, hedge agreements for old corrugated cardboard ('OCC'). In all instances, our risk ma nagement objective, whether of credit, liquidity, ma rket or otherwise, is to mitigate our risk exposures to a level consistent with our risk tolerance. IESI-BFC Ltd. -December 3 ~, 2010 - 44 Cash and cash equivalents Certain senior management is responsible for determining which financial institutions we bank and hold deposits with. Management's selected financial institutions are approved by the Board of Directors. Senior management typically selects financial institutions which are party to its long-term debt facilities and those which are deemed by management to be of sufficient size, liquidity, and stability. Management reviews the Company's exposure to credit risk from time to time or as conditions indicate that the Company's exposure to credit risk has or is subject to change. Our maximum exposure to credit risk is the fair value of cash and cash equivalents recorded on the consolidated balance sheet, approximately $13,400 (December 31, 2009 - approximately $5,000). We hold no collateral or other credit enhancements as security over our cash and cash equivalent balances. We deem the credit quality of our cash and cash equivalent balances to be high and no amounts are impaired. Accounts receivable We are subject to credit risk on our accounts receivable through the normal course of business. Our maximum exposure to credit risk is the fair value of accounts receivable recorded on our consolidated balance sheet, approximately $207,100 (December 31, 2009 - $111,800). We perform credit checks or accept payment or security in advance of service to limit our exposure to credit risk. The diversity of our customer base, including diversity in customer size, balance and geographic location inherently reduces our exposure to credit risk. We have also assigned various employees to carry out collection efforts in a manner consistent with our accounts receivable and credit and collections policies. These policies establish procedures to manage, monitor, control, investigate, record and improve accounts receivable credit and collection. We also have policies and procedures which establish estimates for doubtful account allowances. These calculations are generally based on historical collection or alternatively historical bad debt provisions. Specific account balance review is permitted, where practical, and consideration is given to the credit quality of the customer, historical payment history, and other factors specific to the customer, including bankruptcy or insolvency. Accounts receivable that are deemed by management to be at risk of collection are provided for through an allowance. When an accounts receivable balance is considered uncollectable, it is written-off against the allowance. Subsequent recoveries of amounts previously written-off are credited against the allowance and changes to the allowance are recorded in selling, general and administration expense in our statement of operations and comprehensive income or loss. Management typically assesses aggregate accounts receivable impairment applying our historical rate of collection giving consideration to broader economic conditions. Our accounts receivable are generally due upon invoice receipt. Accordingly, all amounts which are outstanding for a period that exceeds the current period are past due. Based on our historical collections, we have been successful in collecting amounts that are not outstanding for greater than 90 days. We assess the credit quality of accounts receivable that are neither past due nor impaired as high. Our maximum exposure to accounts receivable credit risk is equivalent to our net carrying amount. We may request payment in advance of service generally in the form of credit card deposit or full or partial prepayment as security. Amounts deposited or prepaid in advance of service are recorded to unearned revenue on our consolidated balance sheet. Accounts receivable considered impaired at December 31,2010 are not considered significant. Other receivables We are subject to credit risk on other receivables. We enter into agreements with cities in the province of Quebec to finance containers. Senior management is responsible for reviewing each agreement, including but not limited to the financial terms, in advance of entering into the agreement. Management views cities in the province of Quebec to be Iow risk counterparties. Our maximum exposure to credit risk is the carrying amount of other receivables, approximately $1,300 (December 31, 2009 - $1,800). We typically retain ownership of the containers until such time as all payments are received in full and once received, ownership of the containers is transferred to the respective city. We deem the credit quality of other receivables balances to be high and no amounts are impaired. IE$1-BFC Ltd, -Decem bet 31,2010 - 4S Funded landfill post-closure costs We are subject to credit risk on deposits we make to a social utility trust. Our deposits are invested in bankers acceptances offered through Canadian financial institutions or Government of Canada treasury bills. Due to the nature of the underlying investments, management deems its exposure to credit risk related to funded landfill post- closure cost amounts as Iow. Our maximum exposure to credit risk is the fair value of funded landfill post-closure costs recorded on our consolidated balance sheet, approximately $8,900 (December 31, 2009 - 58,100). Management reviews the Company's exposure to risk from time to time or as conditions indicate that its exposure to risk has changed or is subject to change. We hold no collateral or other credit enhancements as security over the invested amounts. However, we deem the credit quality of the financial asset as high in light of the underlying investments. Liquidity risk Liquidity risk is the risk that we will encounter difficulty in meeting obligations associated with the settlement of our financial liabilities. Our exposure to liquidity risk is due primarily to our reliance on long-term debt financing. Our treasury function is responsible for ensuring that we have sufficient short, medium and long-term liquidity. Through our treasury function, we manage liquidity risk on a daily basis by continually monitoring actual and forecasted cash flows and monitoring our available liquidity through our revolving credit facilities. The treasury function is also required to ensure that liquidity is made available on the most favourable financial terms and conditions. Our treasury function reports quarterly our available capacities and covenant compliance to the Audit Committee. Our treasury function actively manages our liquidity and is in regular contact with the primary parties to our long-term debt facilities. Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of currency, interest rate and other price risk. Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in FX rates. Our exposure to currency risk is attributable to the movement of monies between Canada and the U.S. Accordingly, we are exposed to currency risk on U.S. dollars received by our Canadian business from U.S. sources to fund Canadian dollar denominated dividends and similarly on Canadian dollars received by our U.S. business due to dividend payments payable to a U.S. holding company. To mitigate this risk, management uses its discretion in the determination of where dividend amounts are funded from and looks to fund amounts payable to shareholders from cash flows generated from our Canadian operations. Our treasury function actively reviews our exposure and assesses the need to enter into further FX agreements. Our Board of Directors also considers currency risk when establishing the Company's dividend. For the year ended December 31, 2010, we were exposed to currency risk on the portion of dividends funded from U.S. sources that were not hedged by FX agreements. Dividends have no impact on our determination of net income as they are recorded through equity. To mitigate a portion of the risk attributable to paying Canadian dollar denominated dividends to a U.S. holding company, we entered into four FX hedges in January 2011 to eliminate FX fluctuations on Canadian dollars received by our U.S. holding company. These FX hedges settle in April, July and October 2011 and January 2012. Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk arises from our interest bearing financial assets and liabilities. We have various financial assets and liabilities which are exposed to interest rate risk, the most notable of which are our long-term debt facilities. Although our debenture, a portion of our U.S. revolving credit facility, and the 2005 Seneca IRB Facility bear interest at fixed rates, they remain subject to interest rate risk on maturity or renegotiation. IESI-I~FC Ltd. -December 31, 2010 - 4~ Our two revolving credit facilities and a portion of our IRBs are subject to interest rate risk. An increase or decrease in the variable interest rate results in a corresponding increase or decrease to interest expense on long-term debt. We are also subject to interest rate risk on funded landfill post-closure costs. Funded landfill post-closure costs are invested in interest rate sensitive short-term investments. An increase or decrease in the return on invested amounts results in either a decrease or increase in our funding obligation. We are also subject to interest rate risk on our cash equivalents balance and other receivables. We have entered into interest rate swaps as a condition of our U.S. long-term debt facility to fix a portion of our variable rate interest charge on advances and borrowings. The policies and process for managing these risks are included above in the credit risk section. I~isk management objectives Our financial risk management objective is to mitigate risk exposures to a level consistent with our risk tolerance. Derivative financial instruments are evaluated against the exposures they are expected to mitigate and the selection of a derivative financial instrument may not increase the net exposure of the Company to risk. Derivative financial instruments may expose us to other types of risk, which may include, but is not limited to, credit risk. The exposure to other types of risk is evaluated against the selected derivative financial instrument and is subject to a cost versus benefit review and analysis. Our use of derivative financial instruments for speculative or trading purposes is prohibited and the value of the derivative financial instrument cannot exceed the risk exposure of the underlying asset, liability or cash flow it expects to mitigate. Fair value methods and assumptions The fair values of financial instruments are calculated using available market information, commonly accepted valuation methods and third-party valuation specialists. Considerable judgment is required to interpret market information to develop these estimates. Accordingly, fair value estimates are not necessarily indicative of the amounts we, or counter-parties to the instruments, could realize in a current market exchange. The use of different assumptions and or estimation methods could have a material effect on these fair values. Funded landfill post-closure cost deposits are invested in bankers acceptances offered through Canadian financial institutions or Government of Canada treasury bills. The fair value of these investments is supported by quoted prices in active markets for identical assets. The fair values of commodity swaps are determined applying a discounted cash flow methodology. This methodology uses the Department of Energy forward index curve and the risk-flee rate of interest, commensurate with the underlying terms of the agreements, to discount the commodity swaps. Financial institutions and the U.S. Department of Treasury represent the source of the Department of Energy forward index curve and risk-flee rate of interest, respectively. Our interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. We veri~ the reasonableness of these quotes using similar quotes from another financial institution at the date financial statements are prepared. In addition, we employ a third party, who is not a counter-party, to independently value the interest rate swaps and we use all of this information in the determination of fair value. The use of different assumptions and or estimation methods could have a material effect on these fair values. Financial assets and liabilities recorded at fair value, as and where applicable, are included on our consolidated balance sheets as funded landfill post-closure costs, other assets and other liabilities. IESI-BFC Ltd. -December 31,2010 - 47 Risks and Uncertainties Downturns in the worldwide economy could adversely affect our revenues and operating margins Our business is affected by changes in economic factors that are outside of our control, including consumer confidence, interest rates and access to capital markets. Although our services are of an essential nature, a weak worldwide economy generally results in a decrease of waste volumes generated, which in turn decreases our revenues. Additionally, consumer uncertainty and the loss of consumer confidence may limit the number or amount of services requested by customers. During weak economic conditions, we may also be adversely impacted by our customers' ability to pay us in a timely manner, if at all, due to financial difficulties, which could include bankruptcy. If our customers do not have access to capital, our volumes may decline and our growth prospects and profitability may be adversely affected. Due to the inherent diversity of our customer base and the nature of our service, we haven't been, nor do we expect to be, severely affected by downturns in the worldwide economy. While our U.S. northeast operations have suffered the most as a result of the economic downturn, we believe the worst is behind us and we have seen a trend to stabilization. The composition of assets in this segment, as outlined in the Outlook - strategy section of this MD&A, is not optimal. Accordingly, we will continue to pursue ways to maximize the internalization of our collected waste stream and optimize this segments asset mix to reduce our exposure to further or future economic downturns. We may be unable to obtain, renew or continue to maintain certain permits, licenses and approvals that we need to operate our business We are subject to significant environmental and land use laws and regulations. Our internalization strategy depends on our ability to maintain our existing operations, expand our landfills and transfer stations, establish new landfills and transfer stations and increase applicable daily or periodic tonnage allowances. To own and operate solid waste facilities, we must obtain and maintain licenses or permits, as well as zoning, environmental and other land use approvals. Permits, licenses and approvals to operate or expand non-hazardous solid waste landfills and transfer stations are difficult, time consuming and expensive to obtain. Obtaining permits often takes several years and requires numerous hearings, and is in addition to complying with land use, environmental and other regulatory requirements. Often, we also face resistance from citizen groups and other environmental advocacy groups. Failure to obtain the required permits, licenses or approvals to establish new landfills and transfer stations or expand the permitted capacity of our existing landfills and transfer stations could hinder internalization and impair our business strategy. To date we have been successful in overcoming these obstacles and have a solid history of obtaining permits, licenses and approvals necessary to conduct our business effectively. A failure to obtain, renew or extend various permits and licenses could result in the impairment of certain assets recorded on our consolidated balance sheet and result in significant impairment charges recorded on our statement of operations and comprehensive income or loss. We continue to pursue a replacement landfill site for our Calgary landfill and are active in our efforts to extend the life our current site. If we are unsuccessful in the replacement of our Calgary landfill site, contributions to income generated from this site will be lost. While the loss of income is significant, it would in no way hinder our ability to continue operating as a going concern or affect our ability to satisfy debt obligations or dividend payments as currently contemplated. We are not aware of any significant permit or licensing barriers or issues that would significantly impact our ability to continue operating in a manner consistent with our historical or near-term expected future performance. Our financial obligations to pay closure and post-closure costs in respect of our landfills could exceed current reserves We have material financial obligations to pay closure and post-closure costs in respect of our landfills. We have estimated these costs and made provisions for them, but these costs could exceed current reserves as a result of, among other things, any federal, provincial, state or local government regulatory action, including unanticipated closure and post-closure obligations. The requirement to pay increased closure and post-closure costs could substantially increase our expenses and cause our net income to decline. Additional discussion is included in the Critical Accounting Estimates - Landfill closure and post-closure costs and Environmental Matters sections of this MD&A. IESI-BFC Ltd. -December 3 I, 2010 - 48 We may be unable to obtain performance or suret~ bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage If we are unable to obtain performance or surety bonds, letters of credit or insurance, we may not be able to enter into additional solid waste or other collection contracts or retain necessary landfill operating permits. Collection contracts, municipal contracts and landfill closure and post-closure obligations may require performance or surety bonds, letters of credit or other financial assurance to secure contractual performance or comply with federal, provincial, state or local environmental laws or regulations. We typically satisfy these requirements by posting bonds. As of December 31,2010, we had approximately $352,300 of such bonds in place. Closure bonds are difficult to obtain. If we are unable to obtain performance or surety bonds or additional letters of credit in sufficient amounts or at acceptable rates, we could be precluded from entering into additional collection contracts or obtaining or retaining landfill operating permits. Any future difficulty in obtaining insurance also could impair our ability to secure future contracts that are conditional upon the contractor having adequate insurance coverage. Accordingly, our failure to obtain performance or surety bonds, letters of credit or other financial assurances or to maintain adequate insurance coverage could limit our operations or violate federal, provincial, state or local requirements, which could have a materially adverse effect on our business, financial condition and results of operations. We have been successful in obtaining sufficient surety bonds, letters of credit or other financial assurances and have maintained adequate insurance coverage. Accordingly, we have not experienced significant costs or recoveries stemming from an inability to secure financial assurances or insurance. While we are subject to market conditions as it relates to the cost of surety bonds, letters of credit or other financial assurances, we don't anticipate nor do we have any indication that the costs to obtain these assurances will have a material effect on our operations and cash flows in the near-term. We are also subject to market conditions as it relates to the cost of insurance which is further affected by our claims history. We don't anticipate, nor do we have any indication that the costs for, or our ability to obtain or retain, insurance are at risk or at costs that would preclude us from being competitive or impede our current or future operations. Our long-term debt facilities existing at December 31, 20 I0 (collectively our "facilities') contain restrictive covenants which requires us to meet certain financial ratios and financial condition tests The terms of our facilities contain restrictive covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability to incur additional indebtedness, to create liens or other encumbrances, to pay dividends on shares and PPSs above certain levels or make certain other payments, investments, loans and guarantees, and to sell or otherwise dispose of assets and merge or consolidate with another entity. In addition, the facilities contain a number of financial covenants that require us to meet certain financial ratios and financial condition tests. A failure to comply with any of these terms could result in an event of default which, if not cured or waived, could result in accelerated repayment. If the repayment of any of these facilities was to be accelerated, we cannot assure you that our assets would be sufficient to repay these facilities in full. We have been successful in meeting all restrictive covenant and financial condition tests contained in our facilities. A failure to meet any of these tests could result in an event of default. An event of default would result in the debt obligation becoming current and jeopardize our ability to continue as a going concern if we are incapable of finding replacement capital to fulfill our obligation(s). Based on the restrictive covenant and financial condition tests included in our facilities, we remain confident that we will continue to meet these tests in the near-term and the foreseeable future. We have significant indebtedness, which could adversely affect our financial condition. We have, and expect to continue to have, a significant amount of indebtedness and, as a result, significant debt service obligations. As of December 31, 2010, we had total indebtedness of approximately $1,259,700. Our high degree of leverage could have important consequences, for example, it may: · increase our vulnerability to adverse economic and industry conditions; · require us to dedicate a substantial portion of cash from operations to service our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes; · limit our ability to obtain additional financing in the future for working capital, capital expenditures, general corporate purposes or acquisitions; · place us at a disadvantage compared to our competitors that have less debt; and · limit our flexibility in planning for, or reacting to, changes in the business and in the industry generally. We believe our leverage is within our acceptable target range and don't expect to be encumbered by it. IESI-BFC Ltd. -December 31,2010 - 49 We may engage in acquisitions or mergers, which ma)/adversely affect the profit, revenues, profit margins or other aspects of our business, and we may not realize the anticipated benefits of future acquisitions or mergers to the degree anticipated Our growth strategy is based, in part, on our ability to acquire other waste management businesses. The success of our acquisition strategy will depend, in part, on our ability to: · identify suitable businesses to buy; · negotiate the purchase of those businesses on acceptable terms; · complete the acquisitions within our expected time frame; · improve the results of operations of the businesses that we buy and successfully integrate their operations into our own; and · respond to any concerns expressed by regulators, including anti-trust or competition law concerns- We may fail to properly complete any or all of these steps. Many of our competitors are also seeking to acquire collection operations, transfer stations and landfills, including competitors that have greater financial resources than we do. Increased competition may reduce the number of acquisition targets available to us and may lead to unfavorable terms as part of any acquisition, including high purchase prices. If acquisition candidates are unavailable or too costly, we may need to change our business strategy. Our integration plan for acquisitions will contemplate certain cost savings, including the elimination of duplicative personnel and facilities. Unforeseen factors may offset the estimated cost savings or other components of our integration plan in whole or in part and, as a result, we may not realize any cost savings or other benefits from future acquisitions. Further, any difficulties we encounter in the integration process could interfere with our operations and reduce our operating margins. Even if we are able to make acquisitions on advantageous terms and are able to integrate them successfully into our operations and organization, some acquisitions may not fulfill our strategy in a given market due to factors that we cannot control, such as market position or customer base. As a result, operating margins could be less than we originally anticipated when we made those acquisitions. In such cases, it may change our strategy with respect to that market or those businesses and we may decide to sell the operations at a loss, or keep those operations and recognize an impairment of goodwill, capital, intangible or landfill assets. We have been successful in identifying, negotiating and integrating various acquisitions in markets we currently serve and new markets we have entered. At the end of 2008, disruptions in the financial markets impacted our valuation and ability to fund significant acquisitions. However, in March and June 2009 we successfully raised equity and applied the net proceeds there from to borrowings under our U.S. long-term debt facilities. With our recent acquisition of WSI, we believe we have good reason to remain confident that we can continue to execute our acquisition strategy in the near-term and foreseeable future and that the risk of identifying, negotiating and integ rating these acquisitions is Iow. Future acquisitions may increase our capital requirements We cannot be certain that we will have enough capital or that we will be able to raise capital by issuing equity or debt securities or through other financing methods on reasonable terms, if at all, to complete the purchases of any waste management businesses that we want to acquire. Acquisitions will generally increase our capital requirements unless they are funded from excess free cash flowIB~, representing free cash flow~B~ in excess of dividends. Acquisitions financed with debt or equity capital will result in higher long-term debt or equity amounts recorded on our consolidated balance sheet. Higher debt levels can increase our borrowing rates and will increase interest expense due to higher levels of outstanding indebtedness. Higher interest expense will serve to reduce current income tax expense or preserve loss carryforwards. Based on current economic conditions, we remain optimistic that capital will be available, on reasonable terms, to allow us to execute our acquisition growth strategy and that a significant portion of our acquisitions will be funded from excess free cash flowlB), thereby reducing the need for additional capital. We may be unable to successfully manage our growth Our growth strategy will continue to place significant demands on our financial, operational and management resources. In order to continue our growth, we may need to add administrative, management and other personnel, and make additional investments in operations and systems. We cannot assure you that we will be able to find and train qualified personnel, or do so on a timely basis, or expand our operations and systems or expand and/or replace landfill capacity to the extent, and in the time, required. We have, however, been successful in managing our growth and its demands on our financial, operational and management resources to date. We remain confident that we can continue to manage our growth as we expand our operations, management and financial resource requirements. At present, we deem the risk of managing our growth to be Iow. IE$1-BFC Ltd. -December 31,2010 We may lose con tracts through competitive bidding or early termination We derive a portion of our revenue from municipal contracts that require competitive bidding by potential service providers. Although we intend to continue to bid on municipal contracts and to re-bid our existing municipal contracts, such contracts may not be maintained or won in the future. We may also be unable to meet bonding requirements for municipal contracts at a reasonable cost to us or at all. These requirements may limit our ability to bid for some municipal contracts and may favor some of our competitors. We also derive a portion of our revenue from non-municipal contracts, which generally have a term of three to five years. Some of these contracts permit our customers to terminate them before the end of the contractual term. Any failure by us to replace revenue from contracts lost through competitive bidding, termination or non-renewal within a reasonable time period could result in a decrease in our operating revenue and earnings. Contract losses may also make certain capital assets obsolete before they have exhausted their useful lives. We may have no choice but to sell the assets in the open market at prices that differ from their recorded amounts, which could result in significant gains or losses on the assets disposition. However, because we operate in various geographical locations throughout Canada and the U.S., we have generally been successful in obtaining new contracts at a faster pace than the pace of loss. Accordingly, our organic growth has historically been positive and we expect this trend to continue. We depend on third-party disposal customers at our landfills and we cannot ussure you that we will maintain these relationships or con tinue to provide services at current levels Operating and maintaining a landfill is capital intensive and generally requires performance bonds and letters of credit to secure performance and financial obligations. As a result, a steady volume of waste is required over the operating life of the landfill in order to maintain profitable operations. The loss of third-party disposal customers could reduce our revenues and profitability. For the year ended December 31, 2010, approximately 57.0% of the total tonnage received by our landfills was derived from the disposal of waste received from third-party disposal customers. Accordingly, we depend on maintaining a certain level of third-party disposal customers at our landfills so we can continue operating our landfills at profitable levels. We cannot assure you that we will maintain our relationships or continue to provide services to any particular disposal customer at current levels. We also cannot assure you that third-party customers will continue to utilize our sites and pay acceptable gate rates that generate acceptable margins for us. Decreases could occur if new landfills open, if our existing disposal customers fail to renew their contracts, if the volume of waste disposal decreases or if we are unable to increase our gate rates to correspond with an increasing cost of operations. In addition, new contracts for disposal services entered into by us may not have terms similar to those contained in current arrangements with existing customers, in which case revenues and profitability could decline. We have been successful in maintaining relationships with our disposal customers and are cognizant of the geographical proximity of our landfills to alternative disposal sites, the competitive pressures faced in each market, and the economic environment in each market. While there are always changes to the composition of our external customer mix, we have not experienced declines in volumes that are so pervasive that they have caused us to question the operating or financial viability of our landfills. In our U.S. northeast operations, the economic slow down has resulted in reduced landfill volumes. Accordingly, we have directed certain waste volumes collected in Canada to certain landfills in the U.S. northeast to alleviate some of our reliance on third-party volumes. As outlined above, one of our goals is to optimize the asset mix in this segment with a view to limiting reliance on third party volumes. Our Canadian and U.S. operations are geographically concentrated and susceptible to local economies, regulations and seasonal fluctuations Our Canadian operations are concentrated in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec and are susceptible to those local economies, regulations and seasonal fluctuations. Our U.S. operations are concentrated in the northeastern and southern U.S. and are susceptible to those regions' local economies, regulations and seasonal fluctuations. We operate in the following twelve states: Florida, Texas, Arkansas, Missouri, Oklahoma, Louisiana, Mississippi, New York, New Jersey, Pennsylvania, Maryland and Illinois, as well as the District of Columbia. We derived more than 18.8% of our revenue during 2010 and 21.3% of our revenue for 2009 from services provided in Texas, and more than 16.0% of our revenue during 2010 and 25.3% of our revenue for 2009 from services provided in New York. With the addition of WSI in July 2010, we also derived more than 8.2% of our revenue from services provided in Florida for the six month period ended December 31, 2010. Accordingly, economic downturns in Texas, New York, and Florida, and other factors affecting such states, such as state regulations affecting the non-hazardous solid waste management industry or severe weather conditions, could have a material adverse effect on our business, financial condition and results of operations. IESI-BFC Ltd. -December 31, 20t0 - 51 In addition, seasonality may temporarily affect our revenues and expenses. We generally experience lower construction and demolition debris volumes during the winter months when the construction industry is less active. Frequent and/or heavy snow and ice storms can also affect revenues, primarily from transfer station and landfill operations, which are volume based, and the productivity of collection operations. Higher than normal rainfall and more frequent rain storms over a 30 to 90 day period can put additional stress on the construction industry by lowering the volumes of waste handled in our landfills. Over last couple of years, our business has been hampered by the economic slow down, most notably in the U.S. northeast. While this challenge still remains, the current environment is in a much better position, comparatively. As outlined above, one of our goals is to optimize the asset mix in this segment with a view to limiting reliance on third party volumes. Revenues generated under municipal contracts with New York City represented 3.4% of our consolidated revenues in 2010. Termination, modification or non-renewal of such contracts could have a material adverse effect on our business, results of operations and financial condition We attribute 3.4% of our consolidated revenue in 2010 and 4.3% of our consolidated revenue in 2009 to our municipal contracts with New York City. On November 1, 2008, two of these contracts were renewed by New York City for three years, plus two one-year renewal options at the City's option. The last of the three contracts renewed in February 2010 for three years, plus two one-year renewal options at the City's option. Contracts with New York City can be terminated by New York City upon 10 days' notice. If these contracts are terminated, or if they are not renewed, we may not be able to replace the resulting lost revenue. Such a loss could have a material adverse effect on our business, financial condition and results of operations. in addition, during 2002, New York City announced changes to its solid waste management plan that would include reducing or eliminating the City's reliance on private transfer stations, such as the ones we operate in New York City. While the plan is preliminary and has undergone substantial revision, New York City continues to pursue major changes in its system for transferring and disposing of municipal waste. Since the announcement in 2002, New York City has requested proposals for alternative methods of handling municipal waste. We have and will continue to make proposals as requested by the City until the City decides on the final plan and contractors. If New York City implements changes to this system, it is possible that our existing contracts with the City would be modified, terminated or would not be renewed. We remain vigilant in our communication with City officials to ensure we continue to meet the needs of the City and remain compliant with the terms of the contracts we service. We believe that we have the right compliment of employees to continue to execute on this deliverable and we are not aware of any impediments that would jeopardize our belief. Some of our employees are covered by collective bargaining agreements and efforts by labor unions to renegotiate those agreements or to organize our employees could divert management's attention from its business or increase its operating cost As of December 31, 2010, approximately 1,900, or 29.2%, of our employees were covered by collective bargaining agreements. These collective bargaining agreements expire through 2015 and have terms ranging from three to five years, except for one which has a one-year renewal. The negotiation or renegotiation of these agreements could divert management's attention from our business and the terms of any agreement could have an adverse effect on it. if we are unable to negotiate acceptable collective bargaining agreements, we may have to wait through "cooling off" periods, which are often followed by union initiated work stoppages, including strikes. We believe that we have good relationships with our unions and have a history of negotiating contracts that don't impede our ability to manage our business and or impose undue costs on us. We remain confident that we can continue to successfully negotiate union contracts efficiently and without the contracts being cost prohibitive. IESI-BFC Ltd. -December 31,2010 - $2 Fluctuating fuel costs impact our operating expenses and we may be unable to fully offset increased diesel fuel costs through fuel surcharges The price of diesel fuel is unpredictable and fluctuates based on events outside of our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries, regional production patterns and environmental concerns. We need a significant amount of fuel to operate our collection and transfer trucks, and any price escalations will increase our operating expenses and could have a negative impact on our consolidated financial condition, results of operations and cash flows. From time to time, in accordance with the terms of most of our customer contracts, we attempt to offset increased fuel costs through the implementation of fuel surcharges. However, we may be unable to pass through all of the increased fuel costs due to the terms of certain customers' contracts and market conditions. We have entered into a series of fuel hedges with a view to limiting our exposure to fluctuating diesel fuel prices and to reduce operating cost variability. While we have been successful in recovering rising diesel fuel costs from our customer base, not all of our contracts or costs incurred to operate our business permit us to pass along increasing diesel fuel costs. Accordingly, entering into fuel hedges that effectively offset increasing diesel fuel costs where recoverability is limited allows us to stay operating cost variability. We remain confident that we can continue to pass along rising diesel fuel costs or enter into fuel hedges to mitigate our exposure to fluctuations in our operating costs resulting from changes in diesel fuel prices. Our revenues will fluctuate based on changes in commodity prices Our recycling operations process for sale certain recyclable materials, such as OCC, paper, plastics and aluminum, which are marketed as commodities and are subject to price fluctuations. Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclab[e materials can be volatile due to changes in economic conditions and numerous other factors beyond our control. These fluctuations may affect our consolidated financial condition, results of operations and cash flows. From time to time we have entered into commodity swaps for OCC with a view to limiting our exposure to fluctuating OCC prices. We believe our sources of revenues are sufficiently diversified to inherently limit our exposure to commodity price fluctuations that could have a significant impact on our revenues and earnings. We depend on members of our management team and if we are unable to retain them, our operating results could suffer Our future success will depend on, among other things, our ability to keep the services of our management and to hire other highly qualified employees at all levels. We compete with other potential employers for employees, and we may not be successful in hiring and keeping the services of executives and other employees that we need. The loss of the services of, or the inability to hire, executives or key employees could hinder our business operations and growth. We believe that we have good relationships with our management and their teams and offer each the opportunity to share in the success of the Company. We structure our compensation plans to ensure we offer competitive remuneration and we regularly provide feedback and support to, and amongst, our managers to ensure they have the appropriate tools to successfully complete their required functions. We remain confident that we can continue to retain and attract top talent without interruption or significant impact on our operating results. We may record material charges against our earnings due to any number of events that could cause impairments to our [n accordance with U.S. GAAP, we capitalize certain expenditures and advances relating to disposal site development and expansion projects. Events that could, in some circumstances, lead to impairment include, but are not limited to, shutting down a facility or operation or abandoning a development project or the denial of an expansion permit. If we determine that a development or expansion project is impaired, we will charge against earnings any unamortized capitalized expenditures and advances relating to such facility or project reduced by any portion of the capitalized costs that we estimate will be recoverable, through sale or otherwise. We also carry a significant amount of goodwill on our consolidated balance sheet, which is required to be assessed for impairment annually, and more frequently in the case of certain triggering events. We may be required to incur charges against earnings if we determine that certain events (such as a downturn in the recycling commodities market) could potentially cause the carrying value of our assets to be greater than their fair value, resulting in goodwill impairment. Any such charges could have a material adverse effect on our results of operations. We have been successful in the development and expansion of our landfills and related projects. From time to time, we will expense certain capitalized amounts, however these amounts have not historically been significant. We remain confident that signs of economic stabilization have and are continuing to occur and we don't foresee any near-term impairment(s) that would result in a significant charge to our operations. IESI-BFC Ltd. -December 31,2010 - 53 We cannot assure you that our insurance coverage will be sufficient to cover all losses or claims that we may incur We seek to obtain and maintain, at all times, insurance coverage in respect of our potential liabilities and the accidental loss of value of our assets from risks, in those amounts, with those insurers, and on those terms we consider appropriate, taking into account all relevant factors, including the practices of owners of similar assets and operations. However, not all risks are covered by insurance, and we cannot assure you that insurance will be available consistently or on an economically feasible basis or that the amounts of insurance will be sufficient to cover losses or claims that may occur involving our assets or operations. We have been successful in securing insurance at commercially reasonable rates and on a basis which has been sufficient to cover our primary operating losses and claims. We are not aware, nor do we have any indication, that our insurance coverage is or would be insufficient. Governmental authorities may enact climate change regulations that could increase our costs to operute Environmental advocacy groups and regulatory agencies in Canada and in the United States have been focusing considerable attention on the emissions of greenhouse gases and their potential role in climate change. As a consequence, governments have begun (and are expected to continue) devising and implementing laws and regulations that require reduced, or are intended to reduce, greenhouse gas emissions. The adoption of such laws and regulations, including the auction of allowances (for certain greenhouse gas emissions) and the imposition of fees, taxes or other costs, could adversely affect our collection and disposal operations. As an example, certain jurisdictions in which we operate are contemplating air pollution control regulations that are more stringent than the existing requirements. Changing environmental regulations could require us to take any number of actions, including the purchase of emission allowances or the installation of additional pollution control technology, and could make our operations less profitable, which could adversely affect our results of operations. While governmental authorities may enact regulations that increase our cost of operations, it is unlikely that an increase in the cost of our operations would be isolated to us. Accordingly, the management of waste, and the companies that participate in its management, are all subject to the same governmental regulation resulting in no one company being any more or less advantaged or disadvantaged than the other. We may also have opportunities to earn environmental credits at our facilities that convert methane gas to energy. We remain confident that we could recover increasing operating costs should regulations change that increase those costs. Our business is highly competitive, which could reduce our profitability or limit our growth potential The North American waste management industry is very competitive. We face competition from several larger competitors and a large number of local and regional competitors. Some of our competitors have significantly larger operations, significantly greater financial resources and greater name recognition or are able or willing to provide or bid their services at a lower price. Because companies can enter the collection segment of the waste management industry with very little capital or technical expertise, there are a large number of regional and local collection companies in the industry. We face competition from these businesses in the markets and regions we currently serve. Similar competition may exist in each location into which we try to expand in the future. In addition to national and regional firms and numerous local companies, we compete in certain markets with those municipalities that maintain waste collection or disposal operations. These municipalities may have financial advantages due to their access to user fees and similar charges, tax revenue and tax exempt financing, and some control of the disposal of waste collected within their jurisdictions. In each market in which we operate a landfill, we compete for solid waste business on the basis of disposal or "tipping" fees, geographical location and quality of operations. Our ability to obtain solid waste business for our landfills may be limited by the fact that some major collection companies also operate landfills to which they send their waste. In markets in which we do not operate a landfill, our collection operations may operate at a disadvantage to fully integrated competitors. In markets where we are not able to assemble, or have yet to assemble, a vertically integrated suite of assets, we strive to obtain market influence. Generally, we are either the number one, two or three operator in every market we conduct business in. We deem the profitability and growth risk to be Iow. IESI BFC Ltd. -December 31, 2010 - ~14 Increasing efforts by provinces, states and municipalities to reduce landfill disposal could lead to our landfills operating at a reduced capacity or force us to charge lower rates Provinces, states and municipalities increasingly have supported the following alternatives to or restrictions on current landfill disposal: · reducing waste at the source, including recycling and composting; · prohibiting disposal of certain types of waste at landfills; and · limiting landfill capacity. Many provinces and states have enacted, or are currently considering or have considered enacting, laws regarding waste disposal, including: · requiring counties, regions, cities and municipalities under their jurisdiction to use waste planning, composting, recycling or other programs to reduce the amount of waste deposited in landfills; and · prohibiting the disposal of yard waste, tires and other items in landfills. These trends may reduce the volume of waste disposed of in landfills in certain areas, which could lead to our landfills operating at a reduced capacity or force us to charge lower prices for landfill disposal services. While reduced landfill volumes may occur as a result of various waste reduction initiatives, we look to be a partner with the provinces, states and municipalities we operate in to be part of their waste reduction solution. And while landfill volumes may decline due to waste reduction initiatives effectively causing over-capacity in the market place, in markets where alternative means of disposal do not exist or the costs are prohibitive, landfill pricing could increase. Operating with a vertically integrated suite of assets allows us to run strategies in each market place, which could include, but is not limited to, strategies to protect or grow market share or operating margins. We don't perceive this risk to be significant in the near term as this risk may take years to develop any significance. If our assumptions relating to expansion of our landfills should prove inaccurate, our results of operations and cash flow could be adversely affected When we include expansion airspace in our calculations of available airspace, our closure and post-closure liabilities are determined as the present value of the obligation, including those obligations expected to be incurred, over both the permitted and expansion airspace. It is possible that any of our estimates or assumptions could be significantly different from the actual results. In some cases we may be unsuccessful in obtaining an expansion permit or we may determine that an expansion permit that we previously thought was probable has become unlikely. To the extent that such estimates, or the assumptions used to make those estimates, prove to be significantly different than actual results, or our belief that we will receive an expansion permit changes adversely in a significant manner, landfill development costs may be impaired and accrued landfill closure and post-closure obligations may need to be re-measured. The re-measurement of landfill closure and post-closure costs may result an increase or decrease in any accrued obligations which may negatively or positively impact our results of operations. Our management team has a successful track record of realizing expansions it includes in its determination of landfill closure and post-closure cost obligations and landfill asset amortization rates. In addition, any changes to expansion assumptions will generally be recognized over the then remaining life of the landfill site, which would prove to be less severe than if recognized at or towards the end of the sites permitted life. Many of our landfills are permitted for significant periods of time with assumption of expansion which limits our exposure to changes in landfill expansion estimates. We don't perceive this risk to be significant at this time. We routinely make accounting estimates and judgments. If these are proven to be incorrect, subsequent adjustments could require us to testa te our historical financial stotemen ts We make accounting estimates and judgments in the ordinary course of business. Such accounting estimates and judgments will affect the reported amounts of our assets and liabilities at the date of our financial statements and the reported amounts of our operating results during the periods presented. Additionally, we interpret the accounting rules in existence as of the date of our financial statements when the accounting rules are not specific to a particular event or transaction. If the underlying estimates are ultimately proven to be incorrect, or if our auditors or regulators subsequently interpret our application of accounting rules differently, subsequent adjustments could have a material adverse effect on our operating results for the period or periods in which the change is identified. Additionally, subsequent adjustments could require us to restate our historical financial statements. We remain diligent in our review of accounting rules and regulation. We work with our auditors on all significant accounting matters and perform various internal reviews and complete various internal procedures to ensure we remain compliant. IESI-BFC Ltd. -December 31, 2010- $$ The adoption of new accounting standards or interpretations could adversely affect our financial results Our implementation of and compliance with changes in accounting rules and interpretations could adversely affect our operating results or cause unanticipated fluctuations in our results in future periods. The accounting rules and regulations that we must comply with are complex and continually changing. While we believe that our financial statements have been prepared in accordance with U.S. GAAP, we cannot predict the impact of future changes to accounting principles on our financial statements going forward. If we identif~ deficiencies in our internal control over financial reporting, we could be required to restate our historical financial statements We may face risks if there are deficiencies in our internal control over financial reporting and disclosure controls and procedures. Our Board of Directors, in coordination with the Audit Committee, is responsible for assessing the progress and sufficiency of our internal control over financial reporting and disclosure controls and procedures and makes adjustments as necessary. Any deficiencies, if uncorrected, could result in our financial statements being inaccurate and result in future adjustments or restatements of our historical financial statements, which could adversely affect our business. We cannot predict the impact a deficiency in our internal controls over financial reporting could have on our financial statements. We may, in the future, attempt to divest or sell certain ports or components of our business to third parties, which may result in lower than expected proceeds or losses or we may be unable to iden tify potential purchasers From time to time in the future, we may sell or divest certain components of our business. These divestitures may be undertaken for a number of reasons, including as a result of a determination that the specified asset will provide inadequate returns to us, the asset no longer serves a strategic purpose in connection with our business or we determine the asset may be more valuable to a third party. The timing of such sales or divesture may not be entirely within our control. For example, we may need to quickly divest assets to satis~ immediate cash requirements, or we may be forced to sell certain assets prior to canvassing the market or at a time when market conditions for valuations or for financing for buyers are unfavorable, which would result in proceeds to us in an amount less than we expect or less than our assessment of the value of those assets. We also may not be able to identi~ buyers for certain of our assets, due to difficulties in obtaining financing, or we may face opposition from municipalities or communities to a disposition or the proposed buyer. Any sale of our assets could result in a loss on divestiture. Any of the foregoing would have an adverse effect on our business and results of operations. At present, we have no immediate plans to divest of or sell certain parts or components of our business. Accordingly, we deem this riskto be Iow. The downturn in the U.S. economy may expose us to credit risk for amounts due from governmental agencies, large national accounts and others The weak U.S. economy has reduced the amount of taxes collected by various governmental agencies. We provide services to a number of these agencies including numerous municipalities. These governmental agencies may suffer financial difficulties resulting from a decrease in tax revenue and may ultimately be unable or unwilling to pay amounts owed to us. In addition, the weak economy may cause other customers, including our large national accounts, to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. This could have a negative impact on our consolidated financial condition, results of operations and cash flows. We believe that our customer base is sufficiently diversified both by customer type and geography to limit our exposure to credit risk to a level that is sufficiently Iow at this time. IESI-BFC Ltd. -December 31,2010 - 56 Risks and uncertainties related to the acquisition of WSI We incurred significant transaction, finandng and other costs ~ connection with the acquisition We incurred a number of non-recurring costs associated with the combination of the two companies. The substantial majority of non-recurring expenses resulting from the acquisition were comprised of transaction and financing costs, facilities and systems consolidation costs and employment-related costs. We also incurred transaction fees and costs related to formulating integration plans. Additional unanticipated costs may be incurred related to the integration of the two companies' businesses. The elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not offset these incremental costs in the near term, or at all. We contemplated transaction, financing and other costs in connection with acquisition and have entered into new credit facilities in Canada and the U.S. that we deem sufficient to absorb known and potentially unknown costs. Our integration effort is well under way and we are aggressively putting the plan to work. We remain confident that we can successfully execute our integration plan and that we will realize the expected synergies that will result from our execution of this plan. The acquisition may not be accretive and may cause dilution to our earnings per share, which may negatively affect the market price o four common shares We expect that the acquisition will be accretive to earnings per share, after taking into account transaction costs, within two years from completion of the merger. This expectation is based on estimates which may materially change. We could also encounter additional transaction and integration-related costs or other factors such as the failure to realize all of the benefits anticipated. All of these factors could cause dilution to our earnings per share or decrease or delay the expected accretive effect of the acquisition and cause a decrease in the price of our common shares. As noted, we remain confident that we can successfully execute our integration plan and that we will realize the expected synergies resulting from our execution. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expense More than 50% of our total assets are located in the U.S. In order to maintain our current status as a foreign private issuer, a majority of our common shares must be either directly or indirectly owned by non-residents of the U.S. We may in the future lose our foreign private issuer status if a majority of our common shares are held by residents of the U.S. The regulatory and compliance costs to us under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs we incur as a Canadian foreign private issuer eligible to use the multi-jurisdictional disclosure system ("MJDS"). If we are not a foreign private issuer, we would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the U.S. Securities and Exchange Commission ("SEC"), which are more detailed and extensive than the forms available to a foreign private issuer. In addition, we may lose the ability to rely upon exemptions from New York Stock Exchange ("NYSE") corporate governance requirements that are available to foreign private issuers. Finally, if we lose our foreign private issuer status, to the extent that we were to offer or sell our securities outside of the U.S., we would have to comply with the generally more restrictive Regulation S requirements that apply to U.S. companies, which could limit our ability to access the capital markets in the future and create a higher likelihood that investors would require us to file resale registration statements with the SEC as a condition to any such financings. While we contend that losing our MJDS filing status will result in additional costs and expense, we don't believe the costs will be overtly significant. In addition, various former WSI employees who held certain responsibilities for compliance with U.S. regulatory authorities have continued with the Company which we believe will limit our exposure to increasing costs. Because we are an Ontario company, certain civil liabilities and judgments may not be enforceable against us We are organized under the laws of the province of Ontario, Canada, and certain of our directors and officers are residents of Canada. Consequently, it may be difficult for U.S. investors to affect service of process within the U.S. upon us or upon our directors or officers, or to realize in the U.S. upon judgments of U.S. courts predicated upon civil liabilities under the Exchange Act. Furthermore, it may be difficult for investors to enforce judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in a foreign court against us or any of our non- U.S. resident officers or directors. IESI-BFC Ltd. -December 31,2010 - 57 Environmental Matters Environmental charter and mandate We have an environmental health and safety committee (the "committee") and its primary purpose is to assist the Company's board of directors in fulfil ling its oversight responsibilities in relation to the following: · the establishment and review of safety, health and environmental policies, standards, ac¢ountabilities and programs; · management of the implementation of compliance systems; · monitoring the effectiveness of safety, health and environmental policies, systems and monitoring processes; · receiving audit results and updates from management with respect to health, safety and environmental performance; · reviewing the annual budget for safety, health and environmental operations; · commissioning and reviewing reports, including external audits, on the nature and extent of any compliance and non-compliance with environmental and occupational health and safety policies, standards and applicable legislation and establishing plans to correct deficiencies, if any; · matters customarily performed bythe committee;and · addressing any additional matters delegated to the committee by the Company's board of directors. The committee consists of not less than three directors. Its members and its Chair will be appointed annually by the board of directors, on the recommendation of the governance and nominating committee. Each member of the committee must be an independent director within the meaning of National Instrument 58-101 - Disclosure of Corporate Governance Practices of the Canadian Securities Administrators and applicable New York Stock Exchange listing standards, as amended or replaced from time to time. The board of directors may fill vacancies in the committee by election from its members, and if and whenever a vacancy shall exist in the committee, the remaining members may exercise all of its powers so long as a quorum remains in office. The Company's secretary shall, upon the request of committee chairman, any member of the committee or the Vice- Chairman and Chief Executive Officer of the Company, call a meeting of the committee. Any member of the committee may participate in the meeting and the committee may invite such officers, directors and employees of the Company and its subsidiaries as it may see fit, from time to time, to attend at meetings of the committee. The committee shall keep minutes of its meetings which shall be submitted to the board of directors. To carry out its oversight responsibilities, with respect to the environment, the responsibilities of the committee will be: · to review and recommend to the board of directors, for approval, environmental policies, standards, accountabilities and programs for the Company, and changes or additions thereto, in the context of competitive, legal and operational considerations; · to commission and review reports, including external audits, on the nature and extent of compliance or any non-compliance by the Company with environmental policies, standards and applicable legislation and plans to correct deficiencies, if any, and to report to the board of directors on the status of such matters; · to review such other environmental matters as the committee may consider suitable or the board of directors may specifically direct. The committee will regularly report to the board of directors on: · compliance with safety, health and environmental policies; · the effectiveness of safety, health and environmental policies; and · all other significant matters it has addressed and with respect to such other matters that are within its responsibilities. The committee will annually review and evaluate the adequacy of its charter and recommend any proposed changes to the governance and nominating committee. IESI-BFC Ltd. -December 31, 2010 - 58 The committee may, without seeking approval of the board of directors or management, select, retain, terminate, set and approve the fees and other retention terms of any outside advisor, as it deems appropriate. The Company will provide for appropriate funding, for payment of compensation to any such advisors, and for ordinary administrative expenses of the committee. Environmental policies (excluding critical accounting polities) Our environmental health and safety policy requires that we complete a thorough review of the environmental health and safety risks associated with acquisition candidates, or assumption, essential to ensure that the status of compliance with laws, regulations, permits or other legal instruments is understood to the best of our knowledge prior to completing the acquisition, or assumption. This policy establishes the requirement and responsibility for conducting environmental health and safety due diligence reviews of acquisition candidate companies, joint- ventures, building or [and leases, buildings or land acquisition, third party storage facilities and assumption including environmental health and safety provisions of facility operating contracts or other obligations being assumed. The policy further requires a review and assessment of the structural integrity of buildings and tipping floors of buildings where waste will be placed. Our third party transfer and disposal sites policy addresses waste disposal by us at third party transfer stations, landfills, recycling facilities and other processing and disposal facilities. These facilities receive wastes and recyclable material collected by us from our customers and in some instances generated by us in the operation of our business. Internally generated wastes include general waste and recyclable material, used oils and lubricants, leachate, condensate, batteries, solvents, used tires, scrap metals and other wastes. To ensure that the third party facilities used by us do not impact our business, environmental or health and safety record, the third party facilities must meet an acceptable operational and regulatory compliance state as set forth by us. Third party facilities that do not meet the acceptable minimum standards will not be used, unless approved by certain senior management. Our nuisance wildlife management policy addresses guidelines for managing nuisance wildlife. Policy development in the development of any policy, including but not limited to environmental policies, management input drives the core content for all policies. Our internal audit function provides the necessary administrative support for documenting management's intent and maintaining the policies. Policy owners are identified and referenced in the policy itself and will drive the input to their policies. Ownership and input is primarily determined by the core functional nature (e.g. finance, human resources, environmental) of the policy and by the constituency impacted. A policy may be developed or refined as the result of a significant event that permanently changes the way we operate or report financial results. When a significant event occurs, relevant management, together with the policy owner, will determine whether a new policy should be developed or an existing policy updated. The company level policies must meet or exceed the Toronto Stock Exchange ('q'SX") and NYSE guidelines for corporate governance. Policy content must be specific enough to provide adequate and effective internal controls, and general enough to ensure that adherence by all locations is realistic, regardless of size. Special care is given to ensure policies are concise and focused on the essential requirements of management and regulatory authorities. Both the policy owner and executive management must approve all new policies and changes to existing policies. The audit committee and/or board of directors is also charged with reviewing company level policies (i.e. disclosure, code of conduct) and changes to existing policies or new policy requests. Once a policy is finalized and approvals are obtained, the most up-to-date version of each policy is maintained internally in electronic and printed formats. A printed copy of all policies is made available and maintained at each location. As policies are updated and disseminated, it is the responsibility of each department head and/or field management to maintain the most current policies and communicate them to the employees at their respective location(s). Policy owners review their respective policies, at least annually, and update the content as necessary. Requests for new policies or permanent changes to existing policies are communicated to internal audit. The internal audit department will review the request and present it to the relevant policy owner for evaluation. An inventory of existing policies is maintained on the Company's Intranet site and will be referred to when deciding whether to add or change a policy. IESI-BFC Ltd. -December 31,2010 - 59 Legislation and governmental regulation We are subject to extensive legislation and governmental regulation that may restrict or increase the cost of our operations. Our equipment, facilities and operations are subject to extensive and changing federal, provincial, state and local laws and regulations relating to environmental protection, health, safety, training, land use, transportation and related matters. These include, among others, laws and regulations governing the use, treatment, transportation, storage and disposal of wastes and materials, air quality, including carbon or green house gas emissions, water quality, permissible or mandatory methods of processing waste and the remediation of contamination associated with the release of hazardous substances. In addition, federal, provincial, state and local governments may change the rights they grant to, and the restrictions they impose on, waste management companies, and those changes could restrict our operations and growth. Our compliance with regulatory requirements is costly. We may be required to enhance, supplement or replace our equipment and facilities and to modify landfill operations and, if we are unable to comply with applicable regulatory requirements, we could be required to close certain landfills or we may not be able to offset the cost of complying with these requirements. In addition, environmental regulatory changes or an inability to obtain extensions to the life of a landfill could accelerate or increase accruals or expenditures for closure and post-closure monitoring and obligate us to spend monies in addition to those currently accrued. Extensive regulations govern the design, operation, and closure of landfills. For example, in October 1991, the U.S. Environmental Protection Agency ("EPA") established minimum federal requirements for solid waste landfills under Subtitle D of The Federal Resource Conservation and Recovery Act of 1976, as amended, if we fail to comply with the Subtitle D regulations, we could be required to undertake investigatory or remedial activities, curtail operations or close a landfill temporarily or permanently, or be subject to monetary penalties. Moreover, if regulatory agencies fail to enforce the Subtitle D regulations vigorously or consistently, competitors whose facilities do not comply with the Subtitle D regulations or their state counterparts may obtain an advantage over us. The financial obligations arising from any failure to comply with the Subtitle D regulations could harm our business and operating results. Similar minimum requirements, including the requisite obligations, exist for solid waste landfills operating in Canada, which are governed by the respective provincial jurisdiction in which the landfill is located. Certain of our waste disposal operations traverse state, provincial, county and the Canada/U.S. national boundaries. In the future, our collection, transfer, and landfill operations may be affected by proposed U.S. federal legislation governing interstate shipments of waste. Such proposed federal legislation could prohibit or limit the disposal of out-of-state waste (including waste from Canada) and may require states, under certain circumstances, to reduce the amount of waste exported to other states. If this or similar legislation is enacted in states in which we operate, it could have an adverse effect on our operating results, including our landfills that receive a significant portion of waste originating from out-of-state. In addition, we believe that several states have proposed or have considered adopting legislation that would regulate the interstate transportation and disposal of waste in the states' landfills. Certain collection, transfer, and landfill operations may also be affected by "flow control" legislation. Some states and local governments may enact laws or ordinances directing waste generated within their jurisdiction to a specific facility for disposal or processing. If this or similar legislation is enacted, state or local governments could limit or prohibit disposal or processing of waste in transfer stations or landfills or in third party landfills used by us. In 1996, the New York City Council enacted Local Law 42, which prohibits the collection, disposal or transfer of commercial and industrial waste without a license issued by the New York City Business Integrity Commission, formerly known as the Trade Waste Commission (the "Business Integrity Commission"), and requires Business Integrity Commission approval of all acquisitions or other business combinations in New York City proposed by all licensees. The need for review by the Business Integrity Commission could delay our consummation of acquisitions in New York City, which could limit our ability to expand our business in this region. From time to time, provincial, state or local authorities consider and sometimes enact laws or regulations imposing fees or other charges on waste disposed of at landfills. For example the province of Quebec and Manitoba introduced a disposal levy payable to the province for all solid waste disposed of at a landfill Accordingly, these levies may discourage the delivery and disposal of solid waste at landfills we operate in these IESI-BFC Ltd. -December 31,2010 - 60 provinces. While we have been successful in passing these additional levies along to our customers, if additional fees are imposed in these or other jurisdictions in which we operate, and we are not able to pass the fees through to our customers, our operating results would be negatively affected. We must comply with the requirements of federal, provincial, and state legislation related to worker health and safety. These requirements can be onerous and require the employer to provide a safe workplace and require that any person that directs (or has the authority to direct) how another person does work or performs a task must take reasonable steps to prevent bodily harm to any person arising from that work or task. Our compliance with these regulatory requirements is costly. We may be required to enhance, supplement or replace equipment and or facilities. If we are unable to comply with these regulatory requirements, we could be required to close certain facilities. Failure to comply with these requirements may result in criminal or quasi-criminal proceedings and related penalties. The operational and financial effects discussed above associated with compliance with the laws and regulations and changes thereto to which we are subject, could require us to make significant expenditures or otherwise affect the way we operate our business, and could affect our financial condition and results of operations. Environmental regulation and fitigation We may be subject to legal action relating to compliance with environmental laws, and to civil claims from parties alleging some harm as a consequence of migrating contamination, odours, and other releases to the environment or other environmental matters (including the acts or omissions of its predecessors) for which the business may be responsible. We may also be subject to court challenges of our operating permits. Solid waste management companies are often subject to close scrutiny by federal, provincial, state, and local regulators, as well as private citizens, and may be subject to judicial and administrative proceedings, including proceedings relating to their compliance with environmental and local land use laws. In general, environmental laws authorize federal, provincial, state or local environmental regulatory agencies and attorneys general (and in some cases, private citizens) to bring administrative or judicial actions for violations of environmental laws or to revoke or deny the renewal of a permit. Potential penalties for such violations may include, among other things, civil and criminal monetary penalties, imprisonment, permit suspension or revocation, and injunctive relief. These agencies and attorneys general may also attempt to revoke or deny renewal of our permits, franchises or licenses for violations or alleged violations of environmental laws or regulations. Under certain circumstances, citizens are also authorized to file lawsuits to compel compliance with environmental laws, regulations or permits under which we operate and to impose monetary penalties. Surrounding landowners or community groups may also assert claims alleging environmental damage, personal injury or property damage in connection with our operations. From time to time, we have received, and may in the ordinary course of business in the future receive, citations or notices from governmental authorities alleging that our operations are not in compliance with our permits or certain applicable environmental or land use laws or regulations. We will generally seek to work with the relevant authorities and citizens and citizen groups to resolve the issues raised by these citations or notices. However, we may not always be successful in resolving these types of issues without resorting to litigation or other formal proceedings. Any adverse outcome in these proceedings, whether formal or informal, could result in negative publicity, reduce the demand for our services, and negatively impact results from operations. A significant judgment against us, the loss of a significant permit or license or the imposition of a significant fine could also affect our financial condition and results of operations. Our future compliance with landfill gas management requirements under the U.S. Clean AirAct of 1970, as amended, and provincial gas management legislation in Canada, may require installation of costly equipment, as well as incurring additional operating and maintenance costs. Environmental contamination We may have liability for environmental contamination associated with our current and former facilities as well as third party facilities. We may also be susceptible to negative publicity if we are identified as the source of potential environmental contamination. [ES[-BFC Ltd. -December 31, 2010 - 61 We could be liable to federal, provincial or state governments or other parties if hazardous (or other regulated or potentially harmful) substances contaminate or have contaminated our properties, including soil or water under our properties, or if such substances from our properties contaminate or have contaminated the properties of others. We could be liable for this type of contamination even if the contamination did not result from these activities or occurred before we owned or operated the properties. We could also be liable for such contamination at properties to which we transported such substances or arranged to have hazardous substances transported, treated or disposed. Certain environmental laws impose joint and several and strict liability in connection with environmental contamination, which means that the we could have to pay all recoverable damages, even if we did not cause or permit the event, circumstance or condition giving rise to the damages. Moreover, many substances are defined as "hazardous" under various environmental laws and their presence, even in minute amounts, can result in substantial liability. While we may seek contribution for these expenses from others, we may not be able to identify who the other responsible parties are and we may not be able to compel them to contribute to these expenses or they may be insolvent or unable to afford contribution. If we incur liability and if we cannot identify other parties whom we can compel to contribute to our expenses and who are financially able to do so, our financial condition and results of operations may be impacted. In addition, we have previously acquired, and may in the future acquire, businesses that may have handled and stored, or will handle and store, hazardous substances, including petroleum products, at their facilities. These businesses may have released substances into the soil or groundwater. They may also have transported or disposed of substances or arranged to have transported, disposed of or treated substances to or at other properties where substances were released into soil or groundwater. Depending on the nature and business of these acquisitions, and other factors, we could be liable for the cost of cleaning up any contamination, and other damages, for which the acquired businesses are liable. Any indemnities or warranties we obtained or obtain in connection with the purchases of these businesses may not suffice to cover these liabilities, due to limited scope, amount or duration, the financial limitations of the party who gave or gives the indemnity or warranty or other reasons. Moreover, available insurance does not cover liabilities associated with some environmental issues that may have existed prior to attachment of coverage. We could be subject to legal actions brought by governmental or private parties in connection with environmental contamination or discharges. Any substantial liabilities associated with environmental contamination, whether to federal, provincial or state environmental authorities or other parties, could affect our financial condition and results of operations. The currently inactive Tantalo landfill, which is located on the Seneca Meadows landfill, has been identified by the State of New York as an "Inactive Hazardous Waste Disposal Site". in the second quarter of 2009, the Department of Environmental Conservation reclassified the site to one which no longer presents a significant threat to public health or the environment. The reclassification is the result of recently completed remedial construction activities. Climate Change Risk We believe we are exposed to regulatory risks related to climate change because we operate in one of the most heavily regulated industries in North America. The addition of increased regulations for the management of Green House Gases ("GHG"), particularly methane as a component of landfill gas, has been anticipated in the U.S. and in Canada. We believe we are well positioned to manage these changes without severe impact to our operations. The management of landfill gas generated at our landfills has been an integral part of our operations for many years and the associated costs required to manage this gas is contemplated in the development of our landfill asset amortization rates and asset retirement obligations. We expect and encourage further strengthening of regulations related to our industry and we are committed to ensuring our operations meet and, where possible, exceed those requirements. While meeting an ever-increasing regulatory regime can be costly, we proactively undertake initiatives to manage our GHG obligations to minimize those costs in an environmentally conscious manner. We have taken action to manage regulatory risks and as one of North America's largest environmental services companies, we have extensive experience and resources needed to operate in a highly regulated industry with strict legislation. In addition to meeting and exceeding regulatory expectations for many years, we work constantly to identify best management practices that promote environmental sustainability. IESI-BFC Ltd. -December 31,2010 - 62 We regularly review regulatory risks by qualified internal and external personnel at the local, regional and national levels. This means that in all of our communities learning about new and improved methods of managing our services occurs by engaging with regulators and with industry experts to ensure we are always at the forefront of environmental excellence. We are also exposed to physical risks. Our operations provide service to various Canadian and U.S. markets and we operate landfills, transfer stations, materials recovery facilities and three landfill gas to energy facilities. In addition, several of our landfills include facilities for the collection and thermal destruction of methane and it is management's future intention to implement landfill gas recovery systems for other landfills it operates. Some of these markets are located in geographic areas with altitudes close to sea level, but the majority are located either remote from or at sufficient altitudes as to not be affected by sea level change. We are prepared for and have historically taken steps to minimize the potential impact of extreme events, such as weather, to our operations. We are also dependent on suppliers of various resources such as waste collection vehicles, fuel and other consumables. Any extreme disruption in the supply of such resources could impede our ability to operate efficiently. We continually review our physical risks as part of regular management operating reviews and, as issues are raised, we adapt our operating processes to minimize potential impacts from these risks. We are also aware of consumer attitudes and demands, and changes thereto, as the public becomes ever increasingly aware of, and educated about, environmental issues. We believe that consumers prefer to work with companies that are environmentally astute, provide environmentally sound services and encourage environmental well-being. We encourage these attitudes and beliefs and, as an industry leader, we are well-positioned to assist our customers in realizing beneficial actions and in adjusting to changes in regulation or service that may result from climate change initiatives. We are committed to identi~ing and offering services that can mutually benefit our customers while also addressing their climate change issues. We regularly review our operations and policies to incorporate innovation and strategic management plans to reduce greenhouse gas emissions while remaining committed to provide competitive customer service and having continued respect for regulations and environmental stewardship. Financial Information Controls and Procedures The Vice Chairman and Chief Executive Officer and the Vice President and Chief Financial Officer of the Company, together with various levels of management, have evaluated the design and operating effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting at December 31, 2010. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Vice Chairman and Chief Executive Officer and the Vice President and Chief Financial Officer are collectively satisfied that the Company's disclosure controls and procedures were adequate and effective to ensure significant information relating to the Company is disclosed in accordance with various regulatory requirements. In addition, the Vice Chairman and Chief Executive Officer and Vice President and Chief Financial Officer concluded that the Company's internal control over financial reporting was adequate and effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, excluding certain permitted assets and operations acquired in the year as outlined in Management's Report on Internal Control Over Financial Reporting. For the year ended December 31, 2010, there have been no changes to the Company's internal control over financial reporting that had, or is reasonably likely to have, a material affect on its internal controls over financial reporting. International Financial Reporting Standards ("IFRS") On February 13, 2008, the Canadian Accounting Standards Board ("AcSB") confirmed that the use of 1FRS will be effective for interim and annual financial statements relating to fiscal years beginning on or after January 1,2011. We will not be required to comply with IFRS as we have elected to report our continuing financial results in accordance with U.S. GAAP. IESI-BFC Ltd. -December 31, 20}0 - 63 Definitions of Adjusted EBITDA and Free cash flow (^) All references to "Adjusted EBITDA~ in this MD&A are to revenues less operating expense and SG&A, excluding certain non- operating or non-recurring SG&A expense, on the consolidated statement of operations and comprehensive income. Adjusted EBITDA excludes some or all of the following: certain SG&A expenses, restructuring expenses, amortization, net gain or loss on sale of capital and landfill assets, interest on long-term debt, net foreign exchange gain or loss, net gain or loss on financial instruments, conversion costs, other expenses, income taxes and income or loss from equity accounted investee. Adjusted EBITDA is a term used by us that does not have a standardized meaning prescribed by U.S. GAAP and is therefore unlikely to be comparable to similar measures used by other companies. Adjusted EBITDA is a measure of our operating profitability, and by definition, excludes certain items as detailed above. These items are viewed by us as either non-cash (in the case of amortization, net gain or loss on financial instruments, net foreign exchange gain or loss, deferred income taxes and net income or loss from equity accounted investee) or non-operating (in the case of certain SG&A expenses, restructuring expenses, net gain or loss on sale of capital and landfill assets, interest on long-term debt, conversion costs, other expenses, and current income taxes). Adjusted EBITDA is a useful financial and operating metric for us, our Board of Directors, and our lenders, as it represents a starting point in the determination of flee cash flow(B). The underlying reasons for the exclusion of each item are as follows: Certain SG&A expenses - SG&A expense includes certain non-operating or non-recurring expenses. These expenses include transaction costs related to acquisitions and fair value adjustments attributable to stock options. These expenses are not considered an expense indicative of continuing operations. Certain SG&A costs represent a different class of expense than those included in adjusted EBITDA. Restructuring expenses - restructuring expenses includes costs to integrate various operating locations with our own, exiting certain property and building and office leases, employee severance and employee relocation costs incurred in connection with our acquisition of WSI. These expenses are not considered an expense indicative of continuing operations. Accordingly, restructuring expenses represent a different class of expense than those included in adjusted EBITDA. Amortization - as a non-cash item amortization has no impact on the determination of free cash flow(8). Net gain or loss on sale of capital and landfill assets - proceeds from the sale of capital and landfill assets are either reinvested in additional or replacement capital or landfill assets or used to repay revolving credit facility borrowings. Interest on long-term debt - interest on long-term debt is a function of our debt/equity mix and interest rates; as such, it reflects our treasury/financing activities and represents a different class of expense than those included in adjusted EBITDA. Net foreign exchange gain or loss - as non-cash items, foreign exchange gains or losses have no impact on the determination of free cash flow[8~. Net gain or loss on financial instruments - as non-cash items, gains or losses on financial instruments have no impact on the determination of free cash flow~B~. Conversion costs - conversion costs represent professional fees incurred on the Fund's conversion from an income trust to a corporation and its eventual wind-up. These expenses are not considered an expense indicative of continuing operations. Conversion costs represent a different class of expense than those included in adjusted EBITDA. Other expenses - other expenses typically represent amounts paid to certain management of acquired companies who are retained by us post acquisition and amounts paid to certain executives in respect of acquisitions successfully completed. These expenses are not considered an expense indicative of continuing operations. Accordingly, other expenses represent a different class of expense than those included in adjusted EBITDA. Income taxes - income taxes are a function of tax laws and rates and are affected by matters which are separate from our daily operations. Net income or loss from equity accounted investee ~ as a non-cash item, net income or loss from our equity accounted investee has no impact on the determination of free cash flow(~). IESI-I~FC Ltd. -December 31,2010 - 64 Adjusted EBITDA should not be construed as a measure of income or of cash flows. The reconciling items between adjusted EBITDA and net income are detailed in the consolidated statement of operations and comprehensive income or loss beginning with operating income before restructuring expenses, amortization and net gain or loss on sale of capital and landfill assets and ending with net income and includes certain adjustments for expenses recorded to SG&A which management views as not being indicative of continuing operations. A reconciliation between operating income and adjusted EBITDA is provided below. Adjusted operating income and adjusted net income are also presented in the reconciliation below. Operating income Transaction and related costs - SG&A Fair value movements in stock options - SG&A Corporate reorganization expense - SG&A Restructuring expenses Adjusted operating] income Net gain or loss on sale of capital and landfill assets Amortization AdJusted EBITDA YearendedDecember31 20O9 $ 127,012 3,612 2,006 1,315 133,945 (198) 156,702 290,449 Net income Transaction and related costs - SG&A Fair value movements in stock options - SG&A Corporate reorganization expense * SG&A Restructuring expenses Interest on long-term debt(S) Net gain or loss on financial instruments Conversion costs Other expenses Net income tax expense or recover~' Adjusted net income $ 53,728 3,612 2,006 1,315 (I,562) 298 162 32 $ 59,591 Note: ~s~ Interest on long-term debt includes high yield defeasance interest and the write-off of deferred financing costs. ~) We have adopted a measure called "free cash flow" to supplement net income or loss as a measure of operating performance (see page 16). Free cash flow is a term which does not have a standardized meaning prescribed by U.S. GAAP, is prepared before dividends and or distributions declared, and is therefore unlikely to be comparable to similar measures used by other companies. The purpose of presenting this non-GAAP measure is to provide similar disclosures to other U.S. publicly listed companies in the waste industry. We use this non-GAAP measure to assess our performance relative to other publically listed companies and to assess the availability of funds for growth investment and debt repayment. All references to "flee cash flow" in this MD&A have the meaning set out in this note. IE$1-BFC Ltd. -Decem bet 3 I, 2010 - 65 Management's Report on Internal Control Over Financial Reporting The management of IESI-BFC Ltd. (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is reviewed and approved by the Vice Chairman and Chief Executive Officer and the Vice President and Chief Financial Officer with the expectation of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections regarding the effectiveness of these controls applicable to future periods are also subject to the risk and may not be sufficient to meet the degree of compliance required to comply with the policy or procedure in the future. Management conducted an assessment of the Company's internal control over financial reporting ("ICFR") based on the 'Internal Control-lntegrc]ted Framework~ established by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that assessment, management has concluded that, as of December 31, 2010, the Company's internal control over financial reporting is considered effective. As permitted, management's evaluation of and conclusion on the effectiveness of the Company's ICFR did not include an evaluation of the internal control over financial reporting for the operations and assets of Fred Weber Inc., Crown Excel Disposal LLC and Weber Gas Energy, LLC (together, "Fred Weber"), acquired on December 23, 2010. In addition, the Company completed the acquisition of Waste Services, Inc. ("WSI") on July 2, 2010. Since the closing of the WSI acquisition, the Company has fully integrated certain of WSI's Canadian operations, including their financial records, with certain of the Company's Canadian operations which existed prior to the closing of the acquisition. The remaining operations of WSI have not been integrated as at December 31, 2010 and are excluded from the Company's evaluation of ICFR. The excluded amounts for both acquisitions represent approximately 22.8% of the Company's total consolidated assets and 12.6% of total consolidated net assets as at December 31, 2010, and 10.6% of the Company's consolidated revenues and 21.1% of consolidated net income for the year ended December 31, 2010. Based on management's evaluation, which excluded certain portions of the business acquired from WSI and the acquisition of Fred Weber, the Vice Chairman and Chief Executive Officer and Vice President and Chief Financial Officer concluded that the Company's internal control over financial reporting was effective as of December 31, 2010. There were no material weaknesses identified by management as of December 31,2010. The Company's internal control over financial reporting as of December 31,2010 has been audited by Deloitte & Touche LLP, Independent Registered Chartered Accountants, who also audited the Company's consolidated financial statements for the year ended December 31,2010. Deloitte & Touche LLP issued an unqualified opinion on the effectiveness of our internal control over financial reporting. Keith Carrigan (signed) Vice Chairman and Chief Executive Officer March 9, 20~ 1 Thomas Cowee (signed) Chief Financial Officer March 9, 2011 IESI-BFC Ltd. -Decem bet 31,2010 - 66 Management's Responsibility for Financial Statements The consolidated financial statements of IESI-BFC Ltd. (the "Company") are the responsibility of management and have been approved by the Board of Directors. The consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include amounts that are based on estimates and judgments which management has determined to be reasonable and presented fairly in all material respects. The Company maintains systems of internal accounting and administrative controls. These systems are designed and operated effectively to provide reasonable assurance that the financial information is relevant, reliable and accurate and that the Company's assets are properly accounted for and adequately safeguarded. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board of Directors carries out this responsibility principally through their Audit Committee. The Audit Committee is appointed by the Board of Directors and is comprised entirely of non-ma nagement directors. The Audit Committee meets periodically with management and the Company's external auditors to discuss auditing, internal controls, accounting policy, and financial reporting matters. The Audit Committee reviews the consolidated financial statements with both management and the external auditors and reports its findings before such statements are approved by the Board of Directors. The consolidated financial statements have been audited by Deloitte & Touche LLP, the external auditors, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Keith Carrigan (signed) Vice Chairman and Chief Executive Officer March 9, 2011 Thomas Cowee (signed) Chief Financial Officer March 9, 2011 IESI-BFC Ltd. -December 31, 2010- 67 Report of Independent Registered Chartered Accountants To the Board of Directors and Shareholders of IESI-BFC Ltd. We have audited the internal control over financial reporting of IESI-BFC Ltd. and subsidiaries (the "Company") as of December 31, 2010, based on the criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting the waste collection, transfer and landfill assets of Fred Weber Inc., Crown Excel Disposal LLC and Weber Gas Energy, LLC (together, "Fred Weber") which was acquired on December 23, 2010. In addition, as described in Management's Report on Internal Control over Financial Reporting, the Company acquired Waste Services Inc. ("WSI") on July 2, 2010. Since the closing of the WSI acquisition, the Company has fully integrated certain Canadian operations, including its financial records, with certain of the Company's Canadian operations which existed prior to the closing of the acquisition. The remaining operations of WSI have not been integrated as at December 31, 2010 and are excluded from Management's assessment of internal control over financial reporting. The excluded amounts for both acquisitions represent approximately 22.8% of the Company's total consolidated assets and 12.6% of total consolidated net assets as at December 31, 2010, and 10.6% of the Company's consolidated revenues and 21.1% of consolidated net income for the year ended December 31, 2010. Accordingly, our audit did not include the internal control over financial reporting at Fred Weber and the operations of WSI that have not been integrated as at December 31, 2010. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. IESI-BFC ltd. -December 31,2010 - 68 In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20~0, based on the criteria established in Internal Control -- Integrated Fromework issued by the Corn mittee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2010 of the Company and our report dated March 9, 2011 expressed an unqualified opinion on those financial statements. "Deloitte & Touche LLP" Independent Registered Chartered Accountants Licensed Public Accountants March 9, 2011 Toronto, Canada IESI-BFC Ltd. -December 31,2010 - 69 Report of Independent Registered Chartered Accountants To the Board of Directors and Shareholders of IESI-BFC Ltd. We have audited the accompanying consolidated financial statements of IESI-BFC Ltd. and subsidiaries (the "Company"), which comprise the consolidated balance sheets as at December 31, 2010 and December 31, 2009, and the consolidated statements of operations and comprehensive income, cash flows and equity for each of the years in the two-year period ended December 31, 2010, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are flee from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion in our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of IESI-I3FC Ltd. and subsidiaries as at December 31, 2010 and December 31, 2009 and the results of their operations and cash flows for each of the years in the two-year period ended December 31, 2010 in accordance with accounting principles generally accepted in the United States of America. Other Matter We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting. "Deloitte & Touche LLP" Independent Registered Chartered Accountants Licensed Public Accountants March 9, 2011 Toronto, Canada IESI-BFC Ltd. -December 31, 2010- 70 IESI-BFC Ltd. Consolidated Balance Sheets December 31,2010 and December 31, 2009 (stated in accordance with accounting principles generally accepted in the United States of America ("U.S.") and in thousands of U.S. dollars except issued and outstanding share amounts) ASSETS CURRENT Cash and cash equivalents Accounts receivable (Note 7) Other receivables Prepaid expenses Restricted cash {Note 8) Other assets INote 14) OTHER RECEIVABLES FUNDED LANDFILL POST-CLOSURE COSTS {Note 17) INTANGIBLES (Note 9) GOODWILL (Note 10) LANDFILL DEVELOPMENT ASSETS DEFERRED FINANCING COSTS {Note 11) CAPITAL ASSETS {Note 12) LANDFILL ASSETS (Note 13) INVESTMENT IN EQUITY ACCOUNTED INVESTEE (Note 23} OTHER ASSETS {Note 14} December31, 2009 $ 4,991 111,839 546 1&276 382 770 13~804 1,213 &102 100,917 63~470 7,677 9,358 43~734 661,738 1,574 LIABILITIES CURRENT Accounts payable Accrued charges {Note lS) Dividends payable Income taxes payable Deferred revenues Current portion of long-term debt (Note 16) Landfill closure and post-closure costs {Note 17) Other liabilities (Note 141 LONG-TERM DEBT (Note 16) LANDFILL CLOSURE AND POST-CLOSURE COSTS (Note 17} OTHER LIABILITIES (Note 14) DEFERRED INCOME TAXES (Note 18) $ 62,753 70,572 6,622 ~312 17&852 654,992 63,086 3,611 81,500 982,041 COMMITMENTS AND CONTINGENCIES (Note 22) EQUITY {Note 19) NON-CONTROLLING INTEREST SHAREHOLDERS' EQUITY Common shares (authorized - unlimited, issued and outstanding - 121,429,737 (December 31, 2009 82,111,148)) Restricted shares {issued and outstanding - 277,150 {December 31,2009 - 225,000)) Additional paid in capital Deficit Accumulated other comprehensive loss 230,014 1,082,950 (3,928) 2,118 (214,898) (80,710) Total shareholders' equity Total equity James 3. Forese (signed) - Non-Executive Chairman Douglas Knight (signed) - Audit Committee Chair The accompanying notes are an integral part of these consolidated financial statements. IESI-BFC Ltd. -December 31,2010 - 71 785,532 1,015,546 IESI-BFC Ltd. Consolidated Statements of Operations and Comprehensive Income For the years ended December 31,2010 and 2009 (stated in accordance with accounting principles generally accepted in the U.S. and in thousands of U.S. dollars, except net income per share amounts) REVENUES EXPENSES OPERATING SELLING, GENERAL AND ADMINISTRATION RESTRUCTURING (Note 22) AMORTIZATION NET GAIN ON SALE OF CAPITAL AND LANDFILL ASSETS OPERATING INCOME INTEREST ON LONG-TERM DEBT NET FOREIGN EXCHANGE LOSS NET GAIN ON FINANCIAL INSTRUMENTS CONVERSION COSTS OTHER EXPENSES INCOME BEFORE INCOME TAX EXPENSE AND NET LOSS FROM EQUITY ACCOUNTED INVESTEE INCOMETAX EXPENSE (Note 18) Deferred NET LOSS FROM EQUITY ACCOUNTED INVESTEE NETINCOME 2009 1,00&466 58&104 136,846 156,702 (198) 127,012 3&225 276 (1,562) 298 162 93,613 20,039 1K~6 3~885 S3,728 25,049 Z717 (332) $ 81,162 OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment Derivatives desig hated as cash flow hedges, net of i ncom e tax (51,217) (2009 - (51,319)) Settlement of derivatives designated a s cash flow hedges, net of income tax 546 (2009 - $110) COMPREHENSIVE INCOME NET INCOME- CONTROLLING INTEREST NET INCOME- NON-CONTROLLING INTEREST COMPREHENSIVE INCOME - CONTROLLING INTEREST COMPREHENSIVE INCOME - NON-CONTROLLING INTEREST Net income per weighted average share, basic Net income per weighted average share, diluted weighted average number of shares outstanding (thousands), basic Weighted average number of shares outstanding (thousands), diluted 47,062 6,666 71,092 1~070 0.64 0.63 73,892 85,020 The accompanying notes are an integral part of these consolidated financial statements. IESI-BFC Ltd. -December 31, 2010 - 72 IESI-BFC Ltd. Consolidated Statements of Cash Flows For the years ended December 31,2010 and 2009 (stated in accordance with accounting principles generally accepted in the U.S. and in thousands of U.S. dollars) NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING ACTIVITIES OPERATING Net income Items not affecting cash Restricted share expense Write-off of landfill development assets Accretion of landfill closure and post-closure costs (Note 17) Amortigation of intangibles Amortization of capital assets Amortization of landfill assets Interest on long-term debt (amortization and write-off of deferred fi na ncing costs) Net gain on sale of capital and landfill assets Net gain on financial instruments Deferred income taxes Net loss from equity accounted investee Landfill closure and post-closure expenditures (Note 17) Changes in non-cash working capital items (Note 20) Cash generated from operating activities INVESTING Acquisitions, net of cash acquired (Note 5) Restricted cash deposits Restricted cash withdrawals Investment in other receivables Proceeds from other receivables Funded landfill post-closure costs Purchase of capital assets Purchase of landfill assets Proceeds from the sale of capital and landfill assets Proceeds from asset divestitures (Note 6) Investment in landfill development assets Cash utilized in investing activities 2009 S 53,728 77 28,669 74,532 53,501 2,9O2 (198) (1,562} 19,846 (7,145) 27,304 256,269 (27,385) (382) 82 (1,434) 487 (1,021) (81,219) (41,057) 4,487 (1,530) (148,972} FINANCING Payment of deferred financing costs Proceeds from long-term debt Repayment of long-term debt Common shares issued, net of issue costs Proceeds from the exercise of stock options Purchase of restricted shares Dividends paid to share and participating preferred shareholders Cash generated from (utilized in) financing activities Effect of foreign currency translation on cash and cash equivalents NET CASH INFLOW (OUTFLOW) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR SUPPLEMENTAL CASH FLOW INFORMATION: Cash and cash equivalents are comprised of: Cash Cash equivalents (2,106) 190,609 (443,320) 20~264 (172) (7~849) (11&574) 2,330 (6,947) 11,938 $ ¢991 Cash paid during the year for: Interest For information on non-cash transactions, refer to notes 5 and 19. The accompanying notes are an integral part of these consolidated financial statements. IESI-BFC Ltd. December 31,2010- 7~- &991 16,785 33,428 IESI-BFC Ltd. Consolidated Statement of Equity For the year ended December 31,2010 (stated in accordance with accounting principles generally accepted in the U.S. and in thousands of U.S. dollars) Balance at December 31,2009 Net income Dividends Restricted shares purchased Restricted share expense Common shares issued, net of issue costs and income tax Common shares issued on exercise of stock options Common shares issued on exchange of participating preferred shares CPPSs") Common shares acquired by U.S. long-term incentive plan ("LTIP") Deferred compensation obligation Stock options and warrants assumed on acquisition Stock based compensation Foreign currency translation adjustment Derivatives designated as cash flow hedges, net of income tax Settlement of derivatives desig hated as cash flow hedges, net of income tax Balance at December 31,2010 Accumulated other comprehen- Treasury Additional paid sire loss Non-controlling Common shares Restricted shares shares in capital Deficit (Note 19) interest Total equity The accompanying notes are an integral part of these consolidated financial statements. I£SI-BFC Ltd. - December 31,2010 ~ 74 IESI-BFC Ltd. Consolidated Statement of Equity For the year ended December 31, 2009 Istated in accordance with accounting principles generally accepted in the U.S. and in thousands of U.S. dollars) Treasu~' Additional paid Common shares Restricted shares shares in capital Deficit $ 868,248 $ (3,756) $ $ 633 $ (193,135) 47,062 (68,825) (172) 213,942 76O (1,779) 1,779 Accumulated other comprehen- sive loss (Note 19) $ (104,740) Non-controlling interest Total equity BalanceatDecember31,2008 $ 230,452 $ 797,702 Net income 6,666 53,728 Dividends (9,748) (78,573) Restricted shares purchased (172) 1,485 Common shares acquired by U.S. LTIP (1,779) hedges, net of income tax (291) (41) (332) Balance at December 31,2009 $ 1,082,950 $ (3,928) $ $ 2,118 $ (214,898) $ (80,710) $ 230,014 $ 1,015,546 The accompanying notes are an integral part of these consolidated flnanciai statements. IESI-BFC Ltd. w December 31,2010 - 75 IESi-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) 1. Organization IESI-BFC Ltd. (the "Company") was incorporated on May 20, 2009 under the provisions of the Business Corporations Act (Ontario). Effective May 27, 2009, the Company amalgamated with BFI Canada Ltd. ("BFI Canada") and continued operating as IESI-BFC Ltd. On June $, 2009, the Company commenced trading on the New York Stock Exchange ("NYSE") and closed its U.S. public offering on June 10, 2009. The Company, through its operating subsidiaries, provides vertically integrated non-hazardous solid waste ("waste") services to commercial, industrial, municipal and residential customers in Canada and the south and northeast U.S. 2. Reporting Currency The Company has elected to report its financial results in U.S. dollars to improve comparability of its financial information with its peers and to reduce foreign currency fluctuations in the Company's reported amounts as a significant portion of its assets, liabilities and operations reside in the U.S., and transact in U.S. dollars. The Company remains a legally domiciled Canadian entity and its functional currency is the Canadian dollar. As a result, the Company's financial position, results of operations, cash flows and equity are initially consolidated in Canadian dollars. Once complete, the Company's consolidated assets and liabilities are translated from Canadian to U.S. dollars at the foreign currency exchange rate in effect at the consolidated balance sheet date, while the Company's consolidated results of operations and cash flows are translated to U.S dollars applying the average foreign currency exchange rate in effect during the reporting period. Translating the Company's U.S. segment financial position, results of operations and cash flows into Canadian dollars, the Company's functional currency, and re-translating these amounts to U.S. dollars, the Company's reporting currency, has no translation impact on the Company's consolidated financial statements. Accordingly, U.S. segment results retain their original values when expressed in the Company's reporting currency. The resulting translation adjustments are included in other comprehensive income or loss. 3. Summary of Significant Accounting Policies These consolidated finandal statements ("financial statements") have been prepared in conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP"), are stated in U.S. dollars, and reflect the following significant accounting policies. Basis of presentation These financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated on consolidation. Use of estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions include the following: estimates of the Company's allowance for doubtful accounts receivable; future earnings, income tax and other estimates used in the annual test for impairment of goodwill; recoverability assumptions for landfill development assets; the useful life of capital and intangible assets; estimates and assumptions used in the determination of the fair value of contingent acquisition payments; accrued accident claims reserves; projected landfill construction and development costs and estimated permitted airspace capacity consumed in the determination of landfill asset amortization; estimated landfill remediation costs; estimated closure and post-closure costs; various economic estimates used in the development of fair value estimates, including but not limited to interest and inflation rates; share based compensation and warrants, including a variety of assumptions used in the option pricing IESI-BFC Ltd. - December 31,2010 - 76 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share a mounts and where ot he,wise stated) model; the fair value of financial instruments; realization of deferred income tax assets; and deferred income tax assets and liabilities. Accordingly, results may differ significantly from these estimates. Cash and cash equivalents Cash and cash equivalents include cash and highly liquid short-term money market investments that have an original term to maturity of three months or less. Other receivables Other receivables may include direct finance lease receivables. Assets leased under terms that transfer substantially all of the benefits and risks and rewards of ownership to customers are accounted for as direct finance lease receivables. Direct finance lease receivables are carried at cost and discounted at the underlying rate implicit in the lease. The fair value of other receivables is estimated using a discounted cash flow analysis applying interest rates that management considers consistent with the credit quality of the borrower. Other receivables are periodically reviewed for impairment and any resulting write-down to the net recoverable amount is recorded in the period in which impairment occurs. Restricted cash Cash received on the issuance of variable rate demand solid waste disposal revenues bonds ("IRBs") is made available for certain purposes which may include some or all of the of following: landfill construction or equipment, vehicle and or container expenditures. Cash received in advance of certain permitted expenditures is not available for general Company purpose or use. Accordingly, restricted cash amounts are classified as restricted cash on the Company's consolidated balance sheet. Deposits and withdrawals of restricted cash amounts are recorded as an investing activity in the consolidated statement of cash flows. Intangibles Intangible assets include customer collection contracts, customer lists, non-competition agreements, transfer station permits and trade-names, and ali are deemed to have finite lives. Finite life intangibles are amortized on a straight-line basis as follows: Customer collection contracts Customer lists Non-competition agreements Transfer station permits Trade-names Estimated contract term net of attrition 2-12 years 2~5 yea rs 10-25 years 2-13 years Goodwill Goodwill is not amortized and is tested annually for impairment or more frequently if an event or circumstance occurs that more likely than not reduces the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include: a significant adverse change in legal factors or in the business climate; an adverse action or assessment by a regulator; unanticipated competition; a loss of key personnel; a more- likely-than-not expectation that a significant portion or all of a reporting unit will be sold or otherwise disposed of; the testing for write-down or impairment of a significant asset group within a reporting unit; or the recognition of a goodwill impairment loss by a subsidiary that is a component of the reporting unit. Goodwill is not tested for impairment when the assets and liabilities that make up the reporting unit have not changed significantly since the most recent fair value determination, the most recent fair value determination results in an amount that exceeded the carrying amount by a substantial margin, and based on an analysis of events that have occurred and circumstances that have changed since the most recent fair value determination, the likelihood that a current fair value determination would be less than the current carrying amount of the reporting unit is remote. The Company has identified its reporting units as its operating segments and the IESI BFC Ltd. - December 31, 2010 - 77 IESI-BFC Ltd. Notes to the Consolidated Financial Statements Fo~ the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except pet share amounts and where otherw[se stated) amount of goodwill assigned to each and methodology employed to make such assignments has been applied on a consistent basis. With the acquisition of Waste Services, Inc. ("WSI") in 2010, the Company added W$1's Canadian operations to its Canadian segment and W$1's U.S. operations to its U.S. south segment. The impairment test is a two step test. The first test requires the Company to compare the fair value of its reporting units to its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. However, if the carrying amount of the reporting unit exceeds its fair value, the fair value of the reporting unit's goodwill is compared with its carrying amount to measure the amount of impairment loss, if any. The fair value of goodwill is determined in the same manner as the value of goodwill determined in a bus[ness combination, whereby the excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the fair value of goodwill. Fair value is the amount at which an item can be bought or sold in a current transaction between willing parties, that is, other than in a forced sale or liquidation. In determining fair value, the Company has utilized a discounted future cash flow approach. Additional measures of fair value are also considered by the Company. Accordingly, the Company compares fair values determined using a discounted future cash flow approach to other fair value measures which may include some or all of the following: operating income before restructuring costs, amortization and net gain or loss on sale of capital and landfill assets multiplied by a market trading multiple, offers from potential suitors, where available, or appraisals. There may be circumstances where an alternative method to determine fair value is a more accurate measure. Due to the inherent subjectivity in estimating fair value, a more pronounced and prolonged recession, loss of business or loss of operating permit could render goodwill impaired and could have a material adverse effect on the Company's financial condition and operating performance. The Company's annual impairment test was completed on April 30, 2010, at which time the Company determined that the fair value of its Canadian and U.S. south reporting units substantially exceeded their carrying amounts. At April 30, 2010, the fair value of the Company's U.S. northeast reporting unit exceeded its carrying amount by 12.6% which was a substantially lower margin of excess compared to its Canadian and U.S. south segments. The Company uses the discounted cash flow and the market approach, using the Company's share price and multiples of revenues less operating expenses and selling, general and administration expense, to establish the fair value of the U.S. northeast reporting unit. The primary assumptions employed in the discounted cash flow approach include revenue growth of 3.0%; capital and landfill expenditures equal to 9.4% of revenue; revenues less operating expense and selling, general and administration expense margin improvement in the first five years of 0.5% and nil thereafter; no acquisitions are assumed; certain corporate costs are assumed; a tax rate of 40% is applied and a discount rate of 8.03%. There is significant subjectivity in estimating fair value. Accordingly, an increase in interest rates, all else equal, would result in an increase in the risk free rate of interest and cause the discount rate to increase resulting in a lower calculation of fair value. The Company has significant operating losses that are available to shelter income that is otherwise subject to tax. The erosion of these losses resulting from the reporting unit continuing to generate income subject to tax increases cash taxes which results in a reduction of the reporting unit's fair value. Finally, a further decline in this segment's performance due to loss of business or recurring economic weakness could also result in a lower calculation of fair value. The carrying amount of goodwill allocated to the U.S. northeast segment amounts to $405,906 at December 31,2010 (2009 - $402,212). A review of conditions existing at December 31, 2010 did not warrant the Company re-performing its test for goodwill impairment. The Company will continue to monitor both economic and financial conditions and re-perform its test for impairment as conditions present themselves. IESI-BFC Ltd. - December 31, 2010 - 78 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended Oecem ber 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Landfill development assets Landfill development assets represent costs incurred to develop landfills, including costs to obtain new landfill or landfill expansion permits. Landfill development assets are capitalized to landfill assets once the asset is available for use. Once capitalized to landfill assets, these costs are amortized in accordance with the Company's landfill asset policy. Management periodically reviews the carrying values of landfill development assets for impairment. Any resulting write-down to fair value is recorded in the period in which the impairment occurs and is recorded to operating expense on the Company's consolidated statement of operations and comprehensive income or loss. Deferred financing costs Deferred financing costs represent fees and costs incurred to secure or amend long-term debt facilities which are deferred and amortized over the term of the underlying debt instrument. Amortization of deferred financing costs is recorded to interest expense in the Company's statement of operations and comprehensive income or loss. Capital assets Capital assets are recorded at cost and, with the exception of land and land improvements, are amortized over their estimated useful lives on a straight-line basis as follows: Buildings and improvements Vehicles and equipment Containers and compactors Furniture, fixtures and computer equipment 10-40 years 3-10 years 5-10 years 3-10 years The historical cost of acquiring an asset includes the cost incurred to bring it to the condition and location necessary for its intended use, which may include interest costs attributable to the construction and development of certain capital assets. The Company ceases to capitalize interest once the construction and development effort is complete and the asset is available for use. Interest is capitalized at the Company's weighted average cost incurred on long-term debt. Construction and development activities undertaken in Canada and the U.S. incur interest at the rate of interest applicable to each region. Capitalized cost and interest amounts are amortized over the asset's intended useful life. Landfill assets Landfill assets represent the cost of landfill airspace, including original acquisition cost, incurred landfill construction and development costs, including gas collection systems installed during the operating life of the site, and capitalized landfill closure and post-closure costs. Interest is capitalized on certain landfill construction and development activities prior to the landfill asset being available for use. Interest is capitalized at the Company's weighted average cost of long-term debt. Construction and development activities undertaken in Canada and the U.S. incur interest at the rate of interest applicable to each region. The cost of landfill assets, together with projected landfill construction and development costs and capitalized interest, is amortized on a per unit basis as landfill airspace is consumed. Capitalized landfill closure and post- closure costs are amortized immediately as they are deemed to have no future benefit. At least annually, management updates landfill capacity estimates and projected landfill construction and development costs. The impact on annual amortization expense of changes in estimated capacity and construction costs is accounted for prospectively. IESI-BFC Ltd. - December 31, 2010 - 7g IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 3 I, 2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Total available disposal capacity for the purpose of amortizing landfill assets represents the sum of estimated permitted airspace capacity (having received the final permit from the governing authorities) plus future permitted airspace capacity, which represents an estimate of airspace capacity that management believes is probable of being permitted based on the following criteria: · Personnel are actively working to obtain the permit or permit modifications necessary for expansion of an existing landfill, and progress is being made on the project; · It is probable that the required approvals will be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located; · The Company has a legal right to use or obtain land associated with the expansion plan; · There are no significant known political, technical, legal or business restrictions or issues that could impair the success of the expansion effort; · Management is committed to pursuing the expansion; and · Additional airspace capacity and related costs have been estimated based on the conceptual design of the proposed expansion. The Company and its predecessors have been successful in receiving approvals for expansions pursued; however, there can be no assurance that the Company will be successful in obtaining approvals for landfill expansions in the future. Investment in equity accounted investee Investments in which the Company has ,ioint control or significant influence over the strategic operating, investing and financing policies of an investee, are accounted for using the equity method of accounting. Under the equity method of accounting, the Company records its initial investment at cost. The carrying value of the Company's initial investment is subsequently adjusted to include its pro rata share of post-acquisition earnings from the investee, reflecting adjustments similar to those made in preparing consolidated financial statements. The amount of the adjustment is included in the determination ofthe Company's net income. In addition, the Company's investment is also increased or decreased to reflect loans and advances, its share of capital transactions, changes in accounting policies and corrections of errors relating to prior period financial statements applicable to post-acquisition periods. Dividends received or receivable from the Company's investee reduces the carrying value of the Company's investment. Accrued insurance The Company is self-insured for certain general and auto liability, and workers' compensation claims. Stop-loss insurance coverage is maintained for claims in excess of $250 or $500, depending on the policy period in which the claim occurred. Self-insurance accruals are based on reported claims and claims incurred but not reported. The Company engages independent actuaries in its assessment of insurance accruals and considers its historical claims experience in the determination of its accrued amounts. Changes in the Company's claims history, including amounts or frequency, that increase or decrease the insurance accrual are recorded to the statement of operations and comprehensive income or loss in the period in which the change occurs. The Company makes various estimates in the determination of self-insured insurance accruals. Changes in these estimates could result in significant changes to accrued insurance amounts. [ESI-BFC Ltd. - December 31, 20~0 - 80 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U,S, dollars and shares, except per share amounts and where otherwise stated} Landfill closure and post-closure costs Costs associated with capping, closing and monitoring the landfill, or portions thereof, after it ceases to accept waste are recognized at fair value over the landfill's operating life representing the period over which waste is accepted. The Company develops estimates for landfill closure and post-closure costs with input from its engineers and landfill and accounting personnel. Estimates are reviewed at least once annually and consider amongst other things the various regulations that govern each facility. Revenues derived from the Company's landfill gas to energy facilities do not reduce the Company's closure and post-closure cost estimates for periods during or post waste acceptance. Quoted market prices are not available to fair value landfill closure and post- closure costs. Accordingly, the Company estimates the fair value of landfill closure and post-closure costs using present value techniques that consider and incorporate assumptions marketplace participants would use in the determination of these estimates, including inflation, markups, inherent uncertainties due to the timing of work performed, information obtained from third parties, quoted and actual prices paid for similar work and engineering estimates. Inflation assumptions are based on management's understanding of current and future economic conditions and the expected timing of expenditures. An inflation factor of 2.0% (December 31, 2009 - 2.0%) and 2.5% (December 31, 2009 - 2.5%) has been used in the derivation of fair value estimates for the Company's Canadian and U.S. landfill closure and post-closure cost obligations, respectively. Fair value estimates are discounted back to their present value using the credit adjusted risk free rate, which is the rate of interest that is essentially free of default risk, plus an adjustment for the Company's credit standing. The credit adjusted risk free rate considers current and future economic conditions and the expected timing of expenditures. Accordingly, the Company has discounted landfill closure and post-closure costs using a credit adjusted risk free rate between 5.4% and 9.5% in Canada (December 31, 2009 - 5.4% and 9.5%) and 5.7% and 7.2% (December 31, 2009 - 5.7% and 7.2%) in the U.S. Due to the inherent uncertainty in making these estimates, actual results could differ significantly. In isolation, a change in the Company's credit standing does not change previously recorded closure and post-closure costs, but impacts subsequent fair value calculations. Reliable estimates of market risk premiums are not available as there is no existing market for selling the responsibility of landfill closure and post-closure activities. Accordingly, the Company has excluded any estimate of market risk premiums in the fair value determination of landfill closure and post-closure costs. Upward revisions to estimated closure and post-closure costs are discounted using the current credit adjusted risk free rate. Downward revisions to estimated closure and post-closure costs are discounted using the credit adjusted risk free rate when the estimated closure and post-closure costs were originally recorded or a weighted average credit adjusted risk free rate if the period of original recognition cannot be identified. The Company records the estimated fair value of landfill closure and post-closure costs as airspace is consumed. The total obligation will be fully accrued, net of accretion, at the time these facilities cease to accept waste and are closed. Accretion represents an increase in the carrying amount of landfill closure and post-closure cost accruals due to the passage of time and is recognized as an operating expense in the consolidated statement of operations and comprehensive income or loss. Accretion expense continues to be recognized post waste acceptance. Maintenance activities including: environmental monitoring, mowing and fertilizing, leachate management, well monitoring, buffer maintenance, landfill gas to energy collection and flaring systems, and other activities, are charged to operating expenses during the operating life of the landfill. These same costs are estimated and included in the Company's landfill post-closure accruals for all activities that occur post the landfill's operating life. Maintenance activities are generally required for a period of 30 years post waste acceptance. IESI-BFC Ltd. - December 31, 2010- 81 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S, dollars and shares, except per share amounts and where otherwise stated) Income taxes Deferred income taxes are ca[culated using the liability method of accounting for income taxes. Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect of a change in tax rates on deferred income tax assets and liabilities is recorded to operations in the period in which the change in tax rate occurs. Unutilized tax loss carryforwards that are not more likely than not to be realized are reduced by a valuation allowance in the determination of deferred income tax assets. Uncertain tax positions are recognized when it is more likely than not that the tax position will be sustained upon examination based on its technical merits. The Company recognizes interest related to uncertain tax positions and penalties in current income tax expense. Revenues Revenues consist primarily of waste collection fees earned from commercial, industrial, municipal and residential ("collection") customers and transfer and landfill disposal fees charged to third parties. The Company recognizes revenues when the service is provided, persuasive evidence of an arrangement exists, ultimate collection is reasonably assured and the price is determinable. The Company's revenues are not derived from multiple deliverables. Revenue is recognized upon the collection of waste for collection customers under contractual service agreements. Revenue earned from transfer and landfill disposal fees charged to third parties is recognized upon the receipt of waste at the Company's facilities. The Company also earns revenue from the collection and sale of recycled materials and generation of electric power. Revenue earned from the collection of recycled materials is recognized when materials are collected while revenue recognized on the sale of recycled materials is recognized when the material is delivered to the purchaser. Revenue earned from the sale of electric power or methane gas is under contract and is recognized when the supply of electricity or methane gas is delivered to the purchaser. Tax assessed by governmental authorities on revenue-producing transactions between the Company and its customers is excluded from revenues as presented in the consolidated statement of operations and comprehensive income or loss. Deferred revenue relates to long-term collection contracts, under which advanced billing occurs, or cash is received prior to the services being performed. Acquisitions The Company accounts for acquisitions using the acquisition method of accounting and allocates the purchase price to the fair value of identifiable assets acquired and liabilities assumed. The purchase price is further allocated to the fair value of non-controlling interest. Goodwill is recognized as the excess of the fair value of consideration, including any amount of nomcontrolling interest in the acquired company, over the acquisition date fair values of the net identifiable assets acquired, subject to certain exceptions. If aggregate consideration is less than the net identifiable assets acquired, a gain is recognized to net income on the date of acquisition. The allocation of the purchase price may require adjustment when information is absent and fair value allocations are presented on an estimated or preliminary basis. Subsequent adjustments to estimated or preliminary amounts within the measurement period are recorded retrospectively to the purchase price allocation to reflect new information obtained about facts and circumstances that existed at the date of acquisition. IESI I]FC Ltd. - December 31,2010 - 82 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 3 I, 2010 and 2009 (in thousands of U.S. dollars a nd shares, except per share amounts and where otherwise stated) Certain of the Company's purchase and sale agreements contain contingent consideration provisions. For acquisitions completed subsequent to January 1, 2009, purchase price allocation adjustments resulting from contingent consideration provisions are required when additional information is obtained subsequent to the date of acquisition that existed at the date of acquisition. Contingent consideration is initially recorded at fair value on the date of acquisition. Purchase price allocation adjustments are permitted, but are limited to the measurement period, which is the earlier of the date on which all facts and circumstances that existed at the date acquisition are known or are determined to not be obtainable, and one year from the date of acquisition. Changes in events that occurred subsequent to the date of acquisition are not permissible measurement period adjustments. Changes in the fair value of contingent consideration classified as equity are not re-measured, but their subsequent settlement is recorded to shareholders equity. A change in the fair value of contingent consideration classified as an asset or liability is measured at fair value and recorded to net income or loss. Contingent consideration for acquisitions completed prior to January 1, 2009, which could be reasonably estimated at the date of acquisition and the outcome of which could be determined beyond a reasonable doubt was recognized at fair value and included in the purchase price allocation. Consideration which is contingent on maintaining or achieving specified revenue or earning levels, satisfying representations and warranties, achieving specified tonnage thresholds, in the case of acquired landfills, or receiving approval from regulatory authorities for landfill expansion, is recognized as an adjustment to the purchase price allocation when the contingency is resolved and the additional consideration is issued or becomes issuable. The acquisition date is the date the Company obtains control and is generally the date the Company obtains legal title to the net assets acquired. To be recognized at the date of acquisition, assets and liabilities must meet their fundamental definitions. Contingencies existing before or on the date of acquisition are recognized at their fair values if they can be reliably measured. The Company recognizes acquisition and related costs in the period incurred and records these costs to selling general and administration expense in the consolidated statement of operations and comprehensive income or loss. Costs associated with the issuance of long-term debt are capitalized to deferred financing costs and amortized over the period of the underlying debt, while equity issue costs are recorded against share capital on the Company's consolidated balance sheet. Advertising costs Advertising costs of $3,256 (2009 - $2,303) are expensed as incurred and included in selling, general and administration expenses in the consolidated statement of operations and comprehensive income or loss. Royalties Certain of the Company's purchase and sale agreements contain provisions to make royalty payments. Royalty payments, and accrued amounts payable, are recorded to operating expenses on the consolidated statement of operations and comprehensive income or loss as incurred. Costs associated with exit activities The Company records employee termination benefits that represent a one-time benefit accruing to an employee as an expense when management approves and commits to a plan of termination and communicates the termination arrangement to the employee. Expenses may be recorded in future periods if employees are required to provide future services in order to receive the termination benefits. A liability for costs to terminate a contract before the end of its term is recognized when the Company terminates the contract. Other costs associated with an exit activity may include costs to consolidate or close facilities and relocate employees, which are expensed as incurred. IESI-BFC Ltd. - December 31, 2010 - 83 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Impairment of long-lived assets An impairment loss is recognized when events or circumstances indicate that the carrying amount of a long- lived asset is not recoverable and exceeds its fair value, Any resulting impairment loss is recorded in the period in which the impairment occurs. The Company has not recorded an impairment loss in the current or comparative year. Non-controlling interest Non-controlling interest represents a direct non-controlling equity interest in the Company through IESI Corporation's ("IESI') PPS holdings. The non-controlling interest is entitled to dividends that are economically equivalent to dividends declared and paid by the Company. PPSs were recorded at their exchange amount, which was measured at the weighted average trading price of the Company's issued equity at the date of issuance. The weighted average trading price represented the average price of the Company's issued equity calculated for a reasonable period before and after the IESI acquisition was agreed to and subsequently announced. An exchange of PPS into a share of the Company is recorded at the carrying value of the PPS at issuance net of net income or loss and dividends attributable to the PPS to the date of exchange for the period prior to January 1, 2009. Subsequent to January 1, 2009, an exchange of a PPS into a share of the Company is recorded at the carrying value of the PPS at issuance net of net income or loss, other comprehensive income or loss, and dividends attributable to a PPS to the date of exchange. Share based compensation Share based options With the exception of the stock options assumed on the acquisition of WSI, the Company has issued all share based options with stock appreciation rights. Stock appreciation rights give the holder the right to surrender to the Company all or a portion of an option in exchange for cash equal to the excess of the fair market value, defined as the five day volu me weighted average trading price of a share, over the option's exercise price. Stock appreciation rights are measured at fair value on the date of grant and are re-measured at fair value at each balance sheet date until their date of settlement. The Company considers estimated forfeitures in the determination of fair value. Changes to estimated forfeitures are recorded as a selling, general and administration expense in the period in which the change occurs. Additionally, changes in the fair value of share based options are recorded to selling, general and administration expense in the consolidated statement of operations and comprehensive income or loss. The Company has elected to recognize compensation expense on a straight line basis over the requisite service period for the entire award. The stock options assumed on the acquisition of WSI were fully vested and measured at fair value on the date of closing. The Company uses the Black-Scholes-Merton option pricing model which requires the input of highly subjective assumptions. These assumptions include the estimated length of time employees will retain their options before exercising them and the expected volatility of the Company's share price over the expected term. Changes in subjective assumptions can materially affect the estimated fair value of share based compensation and, consequently, the related amount recognized in selling, general and administration expense on the consolidated statement of operations and comprehensive income or loss. Restricted shares Compensation related to restricted shares is recognized over the period in which employee services are rendered. Restricted shares with graded vesting schedules are viewed as separate awards and are accounted for separately over the employee service period to the date of vesting. Restricted shares are initially recorded to shareholders' equity with the related expense recorded to selling, general and administration expense as the employee service period is satisfied. IESI-13FC Ltd. - December 31,2010 - 84 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Shares held by a rabbi trust Common shares held in a rabbi trust are classified as treasury shares. Shares of the Company acquired for the benefit of its U.S. LTIP participants are held in a rabbi trust. A rabbi trust, as a grantor trust, requires that the assets held in the trust be available to satisfy the claims of general creditors in the event of bankruptcy. The deferred compensation obligation is recorded to restricted shares as a component of shareholders' equity and subsequent changes in the fair value of the shares are not recognized in either treasury stock or deferred compensation obligations. As U.S. LTIP participants draw shares of the Company from the rabbi trust, both the deferred compensation obligation and trust units acquired by the U.S. LTIP reduce by a similar amount. The warrants assumed on the acquisition of WSI were fully vested and measured at fair value on the date of closing using the Black-Scho[es-Merton option pricing model. Financial instruments Derivatives, including derivatives that are embedded in financial or non-financial contracts that are not closely related to the host contract, subject to certain exceptions, are measured at fair value, even when they are part of a hedging relationship. Gains or losses on financial instruments measured at fair value are recognized in the consolidated statement of operations and comprehensive income or loss in the periods in which they arise as a gain or loss on financial instruments, with the exception of gains and losses on certain financial instruments that are part of a designated hedging relationship, with an offset to other assets or other liabilities on the Company's consolidated balance sheet. Gains or losses on financial instruments designated as hedges are recognized in other comprehensive income or loss. Derivatives are financial instruments or other contracts that embody all of the following characteristics: · their value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, a credit rating or credit index, or other variable (sometimes called the "underlying"), provided that, in the case of a non-financial variable, the variable is not specific to a party to the contract; · they require no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors; and · they are settled at a future date. The Company enters into various types of derivative financial instruments, which may include some or all of the following: interest rate swaps, commodity swaps, foreign currency exchange agreements, or old corrugated cardboard hedges. Embedded derivatives are components of a hybrid (combined) instrument that also includes a non-derivative host contract. The result is that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative. An embedded derivative causes some or all of the cash flows that would otherwise be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, a credit rating or credit index, or other variable, provided that, in the case of a non-financial variable, the variable is not specific to a party to the contract. An embedded derivative is separated from its host contract when all of the following conditions are met: · the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host contract; · the separated instrument would meet the definition of a derivative; and · the hybrid (combined) instrument is not measured at fair value with changes in fair value recognized in net income. IESI-BFC Ltd. - December 31,2010 85 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Any gains or losses on embedded derivatives are recorded in the consolidated statement of operations and comprehensive income or loss as a gain or loss on financial instruments with an offset to other assets or other liabilities on the Company's consolidated balance sheet. Hedges Hedges modify the Company's exposure to one or more risks by creating an offset between changes in the fair value of, or the cash flows attributable to, the hedged item and the hedging item. Hedge accounting ensures that counterbalancing gains, losses, revenues and expenses are recognized in net income or loss in the same period or periods, and is only applied when gains, losses, revenues and expenses on a hedging item would otherwise be recognized in net income or loss in a different period than the gains, losses, revenues and expenses of the hedged item. The application of hedge accounting is at the option of the Company; however, hedge accounting can only be applied when, at the inception of the hedging relationship the Company has met or satisfied the following conditions: · the nature of the specific risk exposure or exposures being hedged has or have been identified in accordance with the Company's objective and strategy; · the Company has designated that hedge accounting will be applied to the hedging relationship; and · the Company has formally documented its risk management objective, its strategy, the hedging relationship, the hedged item, the related hedging item, the specific risk exposure or exposures being hedged, the term of the hedging relationship, and the method for assessing the effectiveness of the hedging relationship. In addition, both at the inception of the hedging relationship, and throughout its term, the Company has to be reasonably certain that the relationship will be effective and consistent with its originally documented risk management objective and strategy. Hedge effectiveness represents the extent to which changes in the fair value or cash flows of a hedged item relating to a risk being hedged, and arising during the term of a hedging relationship, are offset by changes in the fair value or cash flows of the corresponding hedging item related to the risk being hedged and arising during the same period. Accordingly, the effectiveness of the hedging relationship must be reliably measurable, the hedging relationship must be assessed on a regular periodic basis over its term to determine that it has remained, and is expected to continue to be, effective, and in the case of a forecasted transaction, it is probable that the transaction will occur. Fair value hedges, hedge the exposure to changes in the fair value of: a recognized asset or liability; an unrecognized firm commitment; or, an identified portion of such an asset, liability or firm commitment. The Company has no fair value hedges. Cash flow hedges, hedge the exposure to variability in cash flows associated with: a recognized asset or liability; a forecasted transaction; or, a foreign currency risk in an unrecognized firm commitment. The gain or loss on the hedging item that is determined to be an effective hedge is recognized in other comprehensive income or loss and the ineffective portion of the gain or loss is recognized on the Company's statement of operations and comprehensive income or loss as a net gain or loss on financial instruments. The Company discontinues hedge accounting when a hedging relationship ceases to satisfy the conditions of hedge accounting, including: the maturity, expiry, sale, termination, cancellation or exercise, of the hedging item or hedged item; the anticipated transaction will not occur within the documented time period or within an additional two month period thereafter; the Company terminates its designation of the hedging relationship; or, the hedging relationship ceases to be effective. When a hedging item ceases to exist or it is determined that the anticipated transaction will not occur, amounts recognized in other comprehensive income or loss are recognized in net income or loss. If the Company terminates its designation of the hedging relationship or the IESI-BFC Ltd. - December 31, 2010 - 86 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) hedging relationship ceases to be effective, amounts recorded to other comprehensive income or loss in previous periods are not reversed, while amounts arising subsequently are recorded on the Company's statement of operations and comprehensive income or loss as a net gain or loss on financial instruments. Amounts that were recorded to other comprehensive income or loss in previous periods that were not reversed are recorded as a net gain or loss on financial instruments in the same period or periods during which the hedged transaction affects net income. Foreign currency translation The Company's functional currency is the Canadian dollar. According[y, its financial position, results of operations, cash flows and equity are initially consolidated in Canadian dollars. The Company has concluded that its U.S. segments are self-sustaining foreign operations which are translated applying the current rate method. Applying this method, assets and liabilities are translated to Canadian dollars from their functional currency using the exchange rate in effect at the consolidated balance sheet date. Revenues and expenses are translated to Canadian dollars at the average monthly exchange rates. The resulting translation adjustments are included in other comprehensive income or loss and are only included in the determination of net income when a reduction in the investment in these foreign operations is realized. Gains or losses on foreign currency balances or transactions that are designated as hedges of a net investment in self-sustaining foreign operations are offset against exchange gains or losses included in other comprehensive income or loss. The Company has elected to report its financial results in U.S. dollars. The Company's consolidated balance sheet is subsequently translated from Canadian to U.S. dollars at the foreign currency exchange rate in effect at the balance sheet date. The consolidated statements of operations and comprehensive income or loss and consolidated statement of cash flows are translated to U.S dollars applying the average foreign currency exchange rate in effect during the reporting period. The resulting translation adjustments are included in other comprehensive income or loss. Disposal of long-lived assets and discontinued operations Long-lived assets, to be disposed of other than by sale, such as abandonment or exchange for similar productive long-lived assets, are classified as held and used until the disposal transaction occurs. Long-lived assets held for sale are carried at the lower of their carrying amount or fair value less cost to sell. 4. Changes in Accounting Policies Improving Fair Value Measurements and Disclosures In January 2010, the Financial Accounting Standards Board ("FASB") issued additional disclosure guidance aimed at improving fair value measurements and disclosures. This amending guidance sets forth new disclosures which include the following: disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements accompanied by a description for the reasons for the transfers, a reconciliation of fair value measurements in Level 3 presenting separately information about purchases, sales, issuances and settlements on a gross rather than net basis, disclosure of fair value measurements for each class of assets and liabilities, and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements (Level 2 and Level 3). For the Company, this guidance is effective January 1, 2010, except for the disclosure of purchases, sales, issuances and settlements in the roll forward activity for Level 3 fair value measurements, which is effective January 1,2011. This guidance does not have a significant impact on the Company's financial statements. IESI-BFC Ltd. - December 31, 2010 87 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended De~ernber 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Disclosure of Supplementary Pro Forma Information for Business Combinations in December 2010, FASB issued additional disclosure guidance aimed at addressing the diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. For the Company, this guidance is effective prospectively for business combinations for which the acquisition date is on or after January 1,2011. Early adoption is permitted. This guidance will have no significant impact on the Company's financial statements. 5. Acquisitions WSI Effective July 2, 2010, the Company acquired all the issued and outstanding common shares of WSI for share consideration. All WS[ common stock outstanding was cancelled and extinguished and automatically converted into the right to receive 0.5833 shares of the Company's common shares, which represented 27,971 common shares of the Company, and cash payable in lieu of fractional shares. The fair value of common share consideration was calculated using the opening market price of the Company's shares quoted on the Toronto Stock Exchange ('q'SX") on July 2, 2010 multiplied by the total common shares issued to WSI stockholders. Outstanding warrants and stock options issued by WSI and outstanding on July 2, 2010 were assumed by the Company. These warrants and stock options were fair valued using the Black-Scholes-Merton option pricing model which requires the input of highly subjective assumptions. These assumptions include the estimated length of time holders of these instruments will retain their warrants or options before exercising them and the expected volatility of the Company's share prices over the expected term to exercise. Significant assumptions include the following: volatility 23.18% to 46.58%, expected life 0.33 years to 5.71 years, dividend yield 2.38% and a risk free interest rate of 0.24% to 3.07%. Warrants and stock options form a portion of consideration in the purchase price allocation. IESI-BFC Ltd. - December 31, 2010 - 88 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) The Company executed the transaction pursuant to its strategy of growth through acquisition. Specifically, the Company believes that the acquisition will provide it with the opportunity to diversify its business across U.S. and Canadian markets, customer segments and service lines. In addition, the transaction enables the Company to increase its internalization in its Canadian and U.S. northeast markets. Goodwill arising from the acquisition is attributable to WSl's assembled workforce and to potential synergies as a result of personnel and operating overhead reductions, disposal advantages, expected future earnings, or the employment of market focused strategies. An independent firm has been engaged to assist management in preparing the purchase price allocation. The purchase price allocations are preliminary and do not reflect final fair value amounts for all the assets acquired and liabilities assumed. The purchase price allocation is as follows: Consideration Common shares Warrants and stock options assumed Cash for fractional shares Total consideration Net assets acquired Cash Accounts receivable (net of allowance for doubtful accounts $292) Prepaid expenses Income taxes recoverable Net assets held for sale (Note 6) Intangibles (Note 9) Goodwill (Note 10) Landfill development assets Capital assets Landfill assets Accounts payable Accrued charges Deferred revenues Long-term debt Landfill closure and post-closure costs Other liabilities - long-term Deferred income taxes Total net assets acquired Goodwill recorded by segment Canada U.S. south Total goodwill Results for the WSl acquisition have been included in the Company's consolidated statement of operations and comprehensive income since the date of acquisition. WSI's contribution to the Company's results is included in its Canadian and U.S. south segments. The Company has accounted for this acquisition applying the acquisition method of accounting. Goodwill amounting to $69,670 is expected to be deductible for tax purposes. The following unaudited pro forma results of operations assume that the Company's acquisition of WSl, acquired July 2, 2010, occurred on January 1, 2009 and reflect the divestitures required by the consent agreement with the Canadian Competition Bureau: (unaudited) Revenues $ 1,425,126 Net income $ 62,888 Net income per weighted average share, basic and diluted $ O.S6 IESI-8FC Ltd. - December 31,2010 - 89 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U,S. dollars and shares, except per share amounts and where ot her~vise stated) The unaudited pro forma results may not be indicative of the results of operations that would have occurred if the transaction had been in effect on January 1, 2009 or of the operating results which may be realized in the future. The Company's integration of certain WSI operations in Canada with the Company's existing operations makes the determination of WSI's contributions to revenues and net income impracticable, Transaction costs for the acquisition of WSI are included in selling, general and administration expenses for the year ended December 31, 2010 and amount to $5,517 (2009 - $3,177). Other acquisitions For the year ended December 31, 2010, the Company also acquired all of the issued and outstanding common shares of two waste management companies in the U.S. south and all of the solid waste collection assets, including various current assets and liabilities, of 12 waste management companies, one in Canada, seven in the U.S. south and four in the U.S. northeast, each of which constitutes a business. For the year ended December 31, 2009, the Company acquired all of the solid waste collection assets, including various current assets and liabilities, of two waste management companies in Canada, three in the U.S. south and one in the U.S. northeast, each of which constitutes a business. The Company also acquired the waste collection assets from one waste management company in Canada. The Company considers these other acquisitions to be Utuck-ins~. Tuck-ins represent the acquisition of solid waste collection assets and or disposal facilities in markets where the Company has existing operations. Goodwill arising from these tuck-in acquisitions is largely attributable to assembled workforces acquired and to potential synergies as a result of personnel and operating overhead reductions, disposal advantages or the employment of market focused strategies. Pro forma revenues and net income for these tuck-in acquisitions have not been disclosed as the acquired companies are immaterial both individually and in aggregate. The allocations of certain purchase prices are absent final fair value adjustments. The results of these acquisitions have been included in the financial statements from their dates of closing. Payment of contingent consideration, for acquisitions completed prior to 2009, resulting from the achievement of various business performance targets is also subject to final adjustment. Final fair value adjustments occurring during the measurement period that increase or decrease the fair value of certain assets or liabilities will be recorded to the original purchase price allocation. IESI-BFC Ltd. - December 31, 2010- 90 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dolla rs and shares, except per share amounts and where otherwise stated) Cash consideration paid for tuck-in acquisitions, and the preliminary fair value allocations to net assets acquired, is as follows: December 31 Consideration Cash, including ho[dbacks (as applicable) Net assets acquired Accounts receivable Intangibles (Note 9) Goodwill (Note 10) Capital assets Landfill assets Accounts payable Landfill closure and post-closure costs Deferred income taxes Total net assets acquired Consideration by segment (including holdbacks (as applicable)) Canada U.S. south U.S. northeast Total consideration Goodwill recorded by segment Canada U.S. south U.S. northeast Total goodwill 2009 $ 25,491 705 6,802 2,031 5,956 16,027 (1,2S9) (4,771) $ 25,491 $ 1,698 18,718 5,075 $ 25,491 $ 867 2,031 Goodwill amounting to $24,546 (2009 - $2,031) is expected to be deductible for tax purposes. Investment in equity accounted investee On January 4, 2010, the Company also acquired a fifty percent equity interest in each of two waste management companies in Canada. The Company has applied the equity method of accounting for its interest in these two companies and considers this acquisition to be a "tuck-in". Goodwill arising from this acquisition is largely attributable to leveraging management, customers and processes to strengthen and grow each business, or certain portions thereof, beyond that which each was capable of achieving had they operated separately. Equity investment income or loss from this acquisition has been included in the Company's consolidated statement of operations and corn )rehensive income or loss from its date of closing. IESI-BFC Ltd. - December 31,2010 ~ 91 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S, dollars and shares, except per share amounts and where otherwise stated} Cash consideration paid for by the Company for its fifty percent ownership interest in its equity investee and its allocation to the fair value of net assets acquired is as follows: December 31 Consideration Cash Net assets acquired Accounts receivable Intangibles Goodwill Capital assets Accounts payable Long-term debt Deferred income taxes The net book value of the equity investee's net assets was $784 at the date of acquisition. Goodwill amounting to $1,144 is not deductible for tax purposes. In December 2010, an on-demand loan of $728 (C$750) (Note 23) was made by the Company to its equity investee. Transaction costs for other acquisitions are included in selling, general and administration expenses for the year ended December 31, 2010 and amount to $3,046 (2009 - $435). For the year ended December 31, 2010, aggregate cash consideration for other acquisitions, including the Company's investment in its equity accounted investee, amounted to $304,817 (2009 - $25,491 ), which excludes holdbacks and cash payments due to sellers for achieving various business performance targets. Contingent consideration Contingent consideration payments in respect of acquisitions consummated prior to January 1, 2009 totaled $322 (2009 - $1,894) for the year ended December 31, 2010 (Note 22(iv)). The Company typically holds back the payment of certain amounts due to sellers subject to meeting various business performance conditions. These conditions are generally short term in nature and the Company has assessed the fair value of its obligation for payment at the full amount of the hold back. In certain circumstances, the Company has also agreed to pay sellers additional amounts for meeting certain business performance targets which are longer in term. The Company has assessed the fair value of its obligation for payment as the full amount of the additional consideration it expects to pay discounted back to the date of acquisition. Holdback and additional amounts totaled $5,869 (2009 - $2,018). 6. Divested Assets In accordance with the consent agreement between the Company and the Canadian Competition Bureau, the Company was required to divest of certain WSI acquired commercial customer contracts and equipment in five Canadian markets: Calgary, Edmonton, Hamilton, Ottawa and Battle. In total, these assets generate approximately 18,500 Canadian dollars ("CS") of annualized revenue. The Company was also required to divest of one duplicate transfer station in Hamilton. As of December 31, 2010, the Company has divested of all of the net assets it had previously held for sale. Net proceeds from the divestitures amount to C$24,468. No gain or loss was recognized. Net assets held for sale were recorded at their estimated fair values at July 2, 2010. IESI BFC Ltd. - December 31, 2010 - 92 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Net assets held for sale at the date of the acquisition of WSI are comprised of the following: July 2, 2010 Accounts receivable Prepaid expenses Intangibles Goodwill Capital assets Deferred revenues Deferred income taxes Total net assets held for sale 7. Allowance for Doubtful Accounts The following table illustrates the movement in the Company's allowance for doubtful accounts for the year ended December 31, 2010. Balance, beginning of the year Additions to allowance for doubtful accounts, during the year Written-off, uncollectible, during the year Recoveries, during the year Foreign currency translation adjustment, during the year Balance, end of year December 31 2OO9 $ 5,562 3,948 (6,368) 761 155 $ 4,058 8. Restricted Cash Restricted cash represents cash received from IRB drawings in advance of incurring the expenditure for which the IRBs are made available. At December 3'1, 2010, $434 (2009 - $382) of cash is restricted to fund a portion of landfill construction activities, and equipment and container expenditures, in the Company's U.S. northeast operations. 9. Intangibles December31,2010 Weighted Average Amottization Accumulated Period of Cost Amortization Net BookValue Additions Additions Customer collection contracts Customer lists Non-competition agreements Transfer station permits Trade-names IESI-BFC Ltd. - December 31,2010 - 93 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where ot he.vise stated) December 31, 2009 Weighted Average Amortization Accumulated Period of Cost Amortization Net BookValue Additions Additions Customer collection contracts $ 110,648 $ 101,623 $ 9.025 $ 342 4.46 Customer lists 110.658 36,156 74,502 5,801 6.20 Non-competition agreements 13,S03 6,714 6,789 659 5.00 Transfer station permits 12,339 2,600 9,739 Trade-names 2.198 1,336 862 $ 249,346 $ 148,429 $ 100,917 $ 6,802 Estimated remaining intangible amortization expense in each of the five succeeding years and thereafter is as follows: 2011 2012 2013 2014 2015 Therea~er 10. Goodwill The following table outlines the changes in goodwill. Goodwill, beginning of year Goodwill recognized on acquisitions completed, during the year Goodwill recognized in respect of prior period acquisitions, during the year Foreign currency exchange adjustment, during the year Goodwill, end of year December 31 2O09 S 617,832 2,031 1,916 8,691 $ 630,470 Goodwill amounting to $3,271 (2009 - $22) in respect of contingent consideration was accrued for as at December 31, 2010. The Company has not recognized any impairment charge on its goodwill in the years ended December 31, 2010 and 2009. In addition, the Company has not disposed of any goodwill in these years except goodwill attributable to divested assets (Note 6). I ESI-BFC Ltd. - December 31,2010 - 94 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) 1 1. Deferred Financing Costs Deferred financing costs represent fees and costs incurred in connection with securing or amending long-term debt facilities. The Company amortizes these costs on a straight-line basis over the term of the related debt, which approximates the effective interest method. December 31,2010 Accumulated Cost Amortization Net Book Value Accumulated December 31,2009 Cost Amortization Net Book Value Deferredfinancingcosts $ 18,394 $ 9,036 $ 9,358 Deferred financing cost amortization and write-offs for the year ended December 31, 2010 amounted to $4,672 (2009 - $2,902). Estimated future amortization expense for the Company's deferred financing costs in each of the five succeeding years and thereafter is as follows: 2011 2012 2013 2014 2015 ThereaRer 12. Capital Assets December 31,2010 Accumulated Cost Amortization Net BookValue Land and improvements Buildings and improvements Vehicles and equipment Containers and compactors Furniture, fixtures and computer equipment December 31, 2009 Accumulated Cost Amortization Net Book Value Land and improvements $ S0,420 $ $ 50,420 Buildings and improvements 110,189 25,737 84,452 Vehicles and equipment 392,993 192,479 200,514 Containers and compactors 187,353 87,979 99,374 Furniture, fixtures and computer equipment 17,336 12,362 4,974 $ 758,291 $ 318,557 $ 439,734 Capitalized interest for the year ended December 31, 2010 amounted to $97 (2009 - $18). I ESI-BFC Ltd. - December 31,2010 - 95 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) 13. Landfill Assets December 31,2010 Accumulated Cost Amortization Net Book Valup Landfill assets December 31, 2o0q Accumulated Cost Amortization Net Book Vahl~ Landfill assets $ 1,016,030 $ 354,292 $ 661,738 Capitalized interest for the year ended December 31, 2010 amounted to $2,~65 (2009- $2,043). 14. Other Assets and Other Liabilities Other assets Fair value of commodity swaps Fair value of commodity swaps designated as cash flow hedges Fair value of interest rate swaps designated as cash flow hedges Less current portion of other assets Other liabilities Fair value of interest rate swaps Deferred lease liabilities Unfavourable lease arrangements Contingent acquisition payables Other Less current portion of other liabilities December 31 2O09 641 1,703 2,344 770 1,574 $ 11,923 11,923 8,312 $ 3,611 IES[-BFC Ltd, - December 31,2010 - 96 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) 15.Accrued Charges Accrued charges are comprised of the following: Payroll and related costs Franchise and royalty fees Interest Provincial and state sales taxes Acquisition and related costs Environmental surcharges Property taxes Share based compensation Other Accrued charges December 31, 2009 $ 1~799 19,531 4,301 5,224 3,292 3,017 &349 336 2,383 ~340 70,572 16. Long-term Debt Senior secured debenture, series 8 Revolving credit facilities IRBs Other Less current portion of long-term debt December 31 December31 2009 195,000 55,418 295,574 10~000 65&992 65&992 U.S. revolving credit facility Effective July 2, 2010, the Company entered into an Amended and Restated Senior Secured Revolving Credit Facility (the "U.S. facility") on behalf of IESI, a wholly owned subsidiary of the Company in connection with the dosing of the WSI acquisition. Monies available from the U.S. facility were used to repay WSI's outstanding U.S. indebtedness on closing and are available for permitted acquisitions, subject to certain restrictions, capital expenditures, refinancing existing indebtedness, working capital, letters of credit and for general corporate purposes. Entering into the U.S. facility increased the Company's availability from $783,500 to $950,000 and increased the total additional availability under the facility (the "accordion feature") from $36,500 to $300,000. All committed amounts under the U.S. facility are revolving. In addition, the maturity date was extended from January 21, 2012 to July 2, 2014 and certain covenants were amended to reflect the financial condition and operations of the combined U.S. companies. Financial covenants under the U.S. facility remain principally unchanged and include a maximum total funded debt to rolling four-quarter EBITDA ratio of 4.0 times, a minimum rolling four-quarter EBITDA to interest expense ratio of 2.5 times, a capital expenditure maximum of 1.1 times actual depreciation and landfill depletion expense for any fiscal year and precludes IESI from paying dividends if their funded debt to EBITDA ratio exceeds 3.9 times, all of which are defined and calculated in accordance with the terms of the U.S. facility. The U.S. facility requires that IESI maintain interest rate hedges at fixed rates for at least 40% of the total funded debt, as defined therein. This requirement is unchanged from the conditions included in the preceding facility. IE$1-BFC Ltd. - December 31, 2010 - 97 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U,S. dollars and shares, except per share amounts and where otherwise stated) Pricing on advances drawn under the facility increased from the previous facility by 100 basis points for LIBOR rate advances at all pricing levels and by 150 to 200 basis points for bank prime advances. Pricing ranges from 250 to 325 basis points over LIBOR for borrowings on LIBOR and 150 to 225 basis points over bank prime for prime rate advances and interest is payable quarterly in arrears. Pricing on financial letters of credit increased by similar amounts and pricing ranges from 262.5 basis points to 337.5 basis points. Standby fees were largely unchanged and range from 37.5 to 62.5 basis points. Security under the U.S. facility remained relatively unchanged compared to the previous facility, and represents an interest over all assets of the U.S. operating companies and a pledge of the U.S. operating entities equity. In December 2010, the Company exercised a portion of the accordion feature available on its U.S. facility which increased the size of the U.S. credit facility by $127,500 to $1,077,500 which became effective January 13, 2011. The accordion feature on the U.S. facility declined by a similar amount. The Company's U.S. facility makes available, net of letters of credit amounting to $139,901 (2009 - $123,700), $49,099 at December 31, 2010 (2009 - $339,300). At December 31, 2010, $761,000 (2009 - $125,500) was drawn on, and $49,099 (2009 - $241,906) was immediately available for borrowing under the U.S. facility. The U.S. facility bears interest at either Bank of America's prime rate or LIBOR plus an applicable margin. Interest is payable quarterly in arrears and unused revolving credit facility commitments are subject to a standby fee ranging from 0.375% to 0.625%. At December 31, 2010, the interest rate applicable to $610,000 (2009 - $115,000) outstanding under the U.S. facility was LIBOR plus 300 basis points, or 3.27% (2009 - 2.03%), and the interest rate applicable to the remaining balance of $151,000 (2009 - $10,500) outstanding thereunder was Bank of America's prime rate plus applicable margin, or 5.25% {2009 - 3.25%). At December 31, 2010, the Company's standby fee was 0.50% (2009 - 0.50%). As a condition of borrowing, the Company is required to have long-term debt, or have entered into interest rate swaps, on a fixed rate basis, for not less than 40% of total funded debt. Due to the Company exercising a portion of the accordion feature in December 2010, it is not required to comply with this condition until March 31,2011. During the intervening period, the Company is required to maintain interest rate hedges at fixed rates for at least 30% of total funded debt. Accordingly, the Company has entered into the following interest rate swaps as outlined in the table below: December 31,2010 Fixed interest rate paid (plus Notional applicable Variable interest Date entered amount margin) rate received Effective date Expiration date April 2005 $ 25,000 4.73% 0.29% October 2007 October 2011 September 2007 $ 50,000 4.7996 0.29% October 2007 October 2011 September 2007 $ 35,000 4.89% 0.29% October 2007 October 2012 March 2009 $ 10,000 1.72% 0.28% March 2009 January 2012 October 2010 $ 160,000 1.07% 0.25% November 2010 July 2014 Canadian revolving credit facility Effective July 2, 2010, in connection with the closing of the WSI acquisition, the Company entered into a Sixth Amended and Restated Credit Facility Agreement in Canada (the UCanadian facility") on behalf of BFI Canada Inc. ("BFI"), a wholly owned subsidiary of the Company. Monies available from the Canadian facility were used to repay WSi's outstanding Canadian indebtedness on closing and are available for general corporate purposes, including permitted acquisitions, subject to certain restrictions. Entering into the Canadian facility increased the Company's availability from C$305,000 to C$525,000 and increased the total additional availability under the facility (the "accordion feature") from C$45,000 to CS 125,000. All committed monies under the Canadian facility IESI-BFC Ltd. - December 31, 2010 - 98 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 3 I, 2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where othe~vise stated) are revolving. In addition, the maturity date was extended from May 30, 2011 to July 2, 2014 and certain covenants were amended to reflect the financial condition and operations of the combined Canadian companies. Financial covenant amendments included an increase in the maximum funded debt to EBITDA ratio, as defined and calculated in accordance with the terms of the Canadian facility, from 2.75 times to 3.0 times. The funded debt to EBITDA ratio covenant expands to a maximum of 3.25 times for a period of two quarters following the completion of an acquisition which exceeds C$75,000. Pricing on advances drawn under the facility increased by 125 basis points compared to pricing on the previous facility. The Canadian facility also introduced a new pricing layer for a funded debt to EBITDA position below 1.0 times. Pricing ranges from 112.5 to 237.5 basis points over bank prime for borrowings on prime and 212.5 to 337.5 basis points over Bankers' Acceptances ("BA") for borrowing on BAs. Pricing on financial letters of credit increased by similar amounts and pricing ranges from 212.5 basis points to 337.5 basis points. Standby fees increased by 27.5 to 35 basis points, and pricing ranges from 55 to 85 basis points, while non-financial letters of credit increased by 81.5 to 85 basis points. Security under the Canadian facility remained largely unchanged compared to the previous facility, and represents a first priority perfected security interest over all personal and real property of the Canadian operating companies and a pledge of the Canadian operating entities equity held by the Canadian parent. At December 31, 2010, C$325,000 (200g - C$178,000) is drawn on the Canadian facility. The Company's remaining availability under its Canadian facility at December 31, 2010, net of letters of credit totaling C$53,355 (2009 - C$39,282), amounts to CS 146,64S (2009 - C$87,718). At December 31, 2010, C$146,645 (2009 - C$87,718) was immediately available for borrowing under the Canadian facility. At December 31, 2010, the Company's standby fee was 0.65% (2009 - 0.325%). At December 31, 2010, Canadian facility advances were principally priced at the BA rate of 1.22 %, plus a spread of 2.625% {2009 - 0.45%, plus a spread of 1.375%). Senior secured debenture, series B ("debenture") On June 25, 2004, BFI issued a C$47,000 senior secured, series A debenture, bearing interest at 6.123% and C$58,000 senior secured, series B debenture, bearing interest at 7.015%. On June 26, 2009, the Company's series A debenture matured and was repaid. The Company drew on available capacity from its Canadian revolving credit facility to repay the series A debenture. Interest on the series B debenture is payable quarterly in arrears, and payments commenced on September 26, 2004. The series B debenture is payable in full on June 26, 2014. The debenture is redeemable in whole or in part from time to time at a price equal to the greater of par and the net present value of all scheduled payments of interest and principal using a discount rate equivalent to the sum of the Government of Canada Yield plus a margin. The debenture is secured by a charge over all the personal and real property of BFI, Ridge (Chatham) Holdings G.P. Inc., and Ridge (Chatham) Holdings LP. and the shares of BFI and its subsidiaries. The debenture ranks equally with the Company's Canadian revolving credit facility. On July 2, 2010, the Company entered into the Fifth Amended and Restated Trust Indenture (the "trust indenture"). The purpose of entering into the trust indenture was to permit the Company to repay WSI's outstanding Canadian indebtedness with accommodations available under the Canadian facility. The amount drawn, maturity, pricing, security and significant terms and covenants were largely unchanged. Covenant modifications generally reflected the financial condition and operations of the combined Canadian companies and to achieve alignment with changes to the Canadian facility. The financial covenant referred to above in the Canadian facility section was similarly modified in the trust indenture. While pricing remained substantially unchanged, pricing was modified to allow for an additional charge should the Company's credit quality deteriorate. Credit quality deterioration, includes, but is not limited to, a rating agency downgrade below investment grade and a funded debt to EBITDA ratio, as defined and calculated in accordance with the terms of the trust indenture, which exceeds 2.75 times. IESI-BFC Ltd. - December 31,2010 - 99 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For tbe years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per sha re amounts and where otherwise stated) IRBs On December 1, 2009, the Company entered into a 30-year agreement with Seneca County Industrial Development Agency, which permits the Company access to variable rate demand solid waste disposal industrial revenue bonds (~2009 Seneca IRB Facility"). The 2009 Seneca IRB Facility makes $90,000 available to fund a portion of the landfill construction and equipment expenditures at the Company's Seneca Meadows landfill. The 2009 Seneca IRB Facility bears interest at a weekly floating interest rate that approximates the Securities Industry and Financial Markets Association Municipal Swap Index ('SIFMA Index"). Interest is payable monthly in arrears, commencing on February 1,2010. At December 31,2010, the daily interest rate applicable to the 2009 Seneca IRB Facility was 0.40% (2009 - 0.35%). The 2009 Seneca IRB Facility matures on December 1, 2039 and is guaranteed by IESl. At December 31, 2010, $5,000 (2009 - $5,000) was drawn under this facility and $434 (2009 - $382) was restricted (Note 8). On March 1, 2007, the Company entered into a 15-year agreement with the Mission Economic Development Corporation, which permits the Company access to variable rate demand solid waste disposal industrial revenue bonds (~'I'X IRB Facility"). The TX IRB Facility makes $24,000 available to fund a portion of landfill construction activities, and equipment, vehicle, and container expenditures in the Company's Texas operations. The TX IRB Facility bears interest at LIBOR less an applicable discount, and interest is payable monthly in arrears, commencing on May 1, 2007. At December 31, 2010, the daily interest rate applicable to the TX IRB Facility was 0.41% (2009 - 0.28%). The TX IRB Facility matures on April 1, 2022 and is secured by a letter of credit equal to the amount drawn on the facility. At December 31, 2010, $24,000 (2009 - $24,000) has been drawn under this facility. On November 16, 2006, the Company entered into a 22-year agreement with the Pennsylvania Economic Development Financing Authority, which permits the Company access to variable rate demand solid waste disposal industrial revenue bonds ("PA IRB Facility"). The PA IRB Facility makes $35,000 available to fund a portion of landfill construction, equipment, vehicle, and container expenditures in the Company's Pennsylvania operations. The PA IR8 Facility bears interest at LIBOR less an applicable discount, and interest is payable monthly in arrears, commencing on December 1, 2006. At December 31, 2010, the daily interest rate applicable to the PA IRB Facility was 0.40% (2009 - 0.25%). The PA IRB Facility matures on November 1, 2028 and is secured by a letter of credit equal to the amount drawn on the facility. At December 31, 2010, $35,000 (2009 - $35,000) was drawn under this facility. On October20, 2005, the Company entered into a 30-year agreement with the Seneca County Industrial Development Agency, which permits the Company access to variable rate demand solid waste disposal industrial revenue bonds ("2005 Seneca IRB Facility"). The 2005 Seneca IfiB Facility makes $45,000 available to fund a portion of Seneca Meadows landfill construction and equipment expenditures. The 2005 Seneca IRB Facility bears interest at LIBOR less an applicable discount, and interest is payable monthly in arrears, commencing on November 1, 2005. Effective August 1, 2008, the Company remarketed its 2005 Seneca IRB Facility. The amended and restated 2005 Seneca IRB Facility, which originally bore interest at LIBOR less an applicable discount, bears interest at 6.625% for a term of 5 years. The 2005 Seneca IRB Facility matures on October 1, 2035 and is guaranteed by IESI. At December 31, 2010, $45,000 (2009 - $45,000) was drawn under this facility. Other In connection with the WSI acquisition, the Company assumed a note that was originally payable to WCA of Florida LLC {"WCA") and subsequently assigned to Credit Suisse. The note has an original issue date of June 29, 2007 and was originally issued for $10,500. The note is non-interest bearing and requires payments of $125 per month until its maturity in June 2014. The note was entered into as part of a transaction between WSI and WCA to acquire certain WCA assets in Florida and to sell certain WSI operations in Texas. The note is secured by the WCA assets acquired. IESI-BFC Ltd.- December 31,2010 - 1 O0 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Consolidated long-term debt The Company is subject to various restrictions included in its long-term debt financing agreements. At December 31, 2010 the Company is in compliance with all restrictions included in these agreements. Interest on long-term debt amounted to $48,786 (2009 - $34,225). Interest on long-term debt includes deferred financing cost amortization and write-offs and excludes capitalized interest. Principal repayments required in each of the next five years ending December 31 and thereafter are as follows: 2012 2013 2014 201S Thereafter 17. Landfill Closure and Post-Closure Costs The tables below outline key assumptions used to determine the value of landfill closure and post-closure costs and also outline the expected timing of undiscounted landfill closure and post-closure expenditures and reconcile closure and post-closure cost accruals from the beginning to the end of the year. Fair value of legally restricted assets Undiscounted closure and post-closure costs Credit adjusted risk free rates - Canadian segment landfills Credit adjusted risk free rates - U.S. segment landfills Expected timing ofundiscounted landfillclosureand post-closureexpenditures 2011 2012 2013 2014 2015 Therea~er Landfill closure and post-closure costs, beginning of year Provision for landfill closure and post-closure costs, during the year Accretion of landfill closure and post-closure costs, during the year Landfill closure and post-closure expenditures, during the year Disposal of landfill closure and post~closure costs, during the year Landfill closure and post-closure costs acquired, during the year Revisions to estimated cash flows, during the year Foreign currency translation adjustmen% during the year Less current portion of landfill closure and post-closure costs Landfill closure and post-closure costs, end of year December 31 20O9 $ 58,067 15,005 3,130 (7,145) (1,343} 4,771 (4,392) 64708 ~622 63,086 The Company is required to deposit monies into a social utility trust for the purpose of settling post-closure costs at its Lachenaie landfill. The funding amount is established by the Quebec Government based on each cubic metre of waste accepted and payment is due quarterly. At December 31, 2010, funded landfill post-closure costs, representing the fair value of legally restricted assets, total $8,949 (2009 - $8,102). At December 31, 2010, $8,852 (2009 - $8,102) was deposited into the social utility trust with the balance, $97 (2009 - Snil) remaining unfunded and included in accounts payable. IESI-BFC Ltd. - December 31,2010 - 101 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars a nd shares, except per share amounts and where otherwise stated) 18. Income Taxes The following table reconciles the difference between income taxes that would result solely by applying statutory rates to the Company's pre-tax income and income tax expense or recovery recorded in the consolidated statement of operations and comprehensive income. December 31 2009 93,613 29,613 4,138 1,032 3,576 488 39,885 December 31 Income tax expense at the combined basic rate Large corporation and state tax Withholding tax on foreign dividends Tax on other non*deductible expenses Net revisions to certain tax bases and tax rates Other Deferred income tax assets Unutilized tax loss carryforwards Deferred financing costs and offering expenses Foreign tax credits available for carryforward Accounting provisions not currently deductible for tax Other Valuation allowance Deferred income tax liabilities Carrying value of capital assets in excess of tax value Carrying value of intangibles and landfill assets in excess of tax value Carrying value of deferred financing costs in excess of tax value Other Net deferred income tax liabilities $ 96,409 4,047 37,731 3,935 (860) 141,262 30,377 188,818 3,337 230 222,762 $ 81,500 Net deferred income tax liabilities, totaling $85,665 (2009 - $81,500), is comprised of net deferred income tax liabilities in Canada amounting to $50,460 (2009 - $4,570) and net deferred income tax liabilities in the U.S. amounting to $35,205 (2009 - $76,930). In September 2009, we received final approval from the Internal Revenue Service for a change to the tax depreciation method for all U.S. landfills. This change increased the existing federal losses available for carryforward by approximately $251,700 and resulted in a like change to the carrying value of landfill assets in excess of tax value. IESI-BFC Ltd.- December 31,2010 - 102 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) The components of domestic and foreign income before income taxes and domestic and foreign income taxes are as follows: 2O09 $ 60,979 32,634 $ 93,613 Income before income taxes Canada U.S. CurreRt income tax expense Canada $ 18,483 1,556 20,039 5,153 14,693 19,846 $ 39,885 The Company recognizes interest related to uncertain tax positions and penalties to current income tax expense. The Company ha5 no material uncertain tax positions. Accordingly, interest and penalties recognized in respect of uncertain tax positions and amounts accrued in respect thereof amount to Snil at December 31, 2010 and 2009. The Company is subject to federal, provincial and state income taxes and files tax returns in multiple jurisdictions. Tax years open to audit range from 2000 to 2010 in Canada and from 1997 to 2010 in the U.S. The Company does not tax effect it5 foreign currency translation adjustment. Subsidiaries of the Company have unutilized tax losses amounting to $250,542 (2009 - $226,577) which expire 2012 to 2028. The realization of the deferred income tax assets, net of a $3,250 (2009 - $860) valuation allowance on certain U.S. unutilized tax loss carryforwards, totaling $108,967 (2009 - $95,549), is dependent on the Company generating taxable income in future years in which those temporary differences become deductible. Based on management's estimate of projected future taxable income and tax planning strategies, management expects to realize these deferred income tax assets in advance of expiry. Future changes to the Company's ownership structure could result in limitations to the Company's use of unutilized tax losses as imposed by Section 382 of the U.S. Internal Revenue Code. As of December 31, 2010, a subsidiary of the Company ha5 foreign tax credit carryforwards which expire in 2018 and 2019 that result in a deferred income tax asset totaling $14,567 (2009 - Snil). As the Company does not expect to generate foreign source income in the future, it has provided a full valuation allowance against the foreign tax credits available for carryforward. On the Company's acquisition of IESI, IESI issued a $160,000 intercompany note payable ("U.S. note"). Effective August 28, 2007, the U.S. note was cancelled. For the purposes of determining taxable income, IESI has taken the position that the U.S. note and it5 related interest was commercially reasonable and has deducted the interest paid thereon on this basis. Management has taken steps to ensure that the U.S. note was commercially reasonable, however, there can be no assurance that U.S. taxation authorities will not seek to challenge the treatment of the U.S. note as debt or the amount of interest expense deducted, which could increase IESI's taxable income and accordingly its U.S. federal income tax liability. Management has determined that it has met the more-likely-than-not threshold based on its technical merits and that management's position would be sustained upon examination by the relevant tax authority. IESI-BFC Ltd. - December 31, 2010 - 103 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S, dollars and shares, except per share amounts and where otherwise stated) 19. Equity Shareholders' equity The Company is authorized to series. ~ssue an unlimited number of common, special and preferred shares, issuable in Common Shares In connection with the acquisition of WSI, the Company issued 27,971 common shares to WSl's shareholders on July 2, 2010 representing total net consideration of $551,552. Under the terms of the Agreement and Plan of Merger ("Agreement"), the Company issued 0.5833 of its common shares for each common share issued by WSI and outstanding on the date of close. In accordance with the Agreement, the Company assumed WSl's stock option plans on dosing. Accordingly, the Company is obligated to issue a maximum of 505 common shares as a result of its assumption of WSI's stock option plans. The options have grant dates ranging from October 26, 2005 to March 16, 2009 and expire between October 26, 2010 and March 16, 2016. The exercise prices for these options range from $7.42 to $18.93. For the period from July 2, 2010 through December 31, 2010, 305 stock options (2009 - nil) have been exercised for total consideration of $4,261 {2009 - Snil). Please see Note 21 for additional details. As of March 9, 2011, an additional 19 stock options have been exercised. In addition, the Company assumed WSrs unexercised and outstanding warrants to issue 194 common shares at an exercise price of $13.89 per share. These warrants are held by an executive officer of the Company, who is also a director, and certain members of his immediate family. These warrants have an issue date of September 7, 2001 and expire on September 7, 2011, the tenth anniversary from their issuance. On March 6, 2009, the Company closed its public offering of 8,500 common shares for C$9.50 per share, for total gross proceeds of C$80,750. The Company applied the net proceeds from the public offering, approximately $61,500, to the repayment of outstanding borrowings under its U.S. revolving credit facility. On March 30, 2009, the Company closed the over-allotment option on its public offering of 1,275 common shares at C$9.50 per share for total gross proceeds of C$12,113 and applied the net proceeds from the over-allotment option, approximately $9,500, to the repayment of outstanding borrowings on its U.S. revolving credit facility. Aggregate equity issue costs amounted to $3,662 and the tax effect thereon totaled $1,376. On June 10, 2009, the Company closed its U.S. public offering and over-allotment option of 13,000 and 1,950 common shares, respectively, for total gross proceeds of $149,500. The Company applied the net proceeds from the U.S. public offering, approximately $138,750, to the repayment of outstanding borrowings under its U.S. long-term debt facility. Aggregate equity issue costs amounted to approximately $11,170 and the related tax effect thereon totaled $3,289. At December 31,2010, 509 (2009 - 405) common shares were held by the U.S. LTIP plan rabbi trust. Special Shares On October 1, 2008, the Company issued 11,137 special shares to IESI for the benefit of each participating preferred shareholder. Special shareholders are entitled to one vote for each special share held. The special shares carry no right to receive dividends or to receive the remaining property and assets of the Company upon dissolution or wind-up. The number of special shares outstanding is equivalent to the exchange rights granted to holders of the participating preferred shares. Participating preferred shareholders have the right to exchange one PPS for one common share of the Company. For each PPS exchanged the same number of special shares is automatically cancelled. At December 31, 2010, all special shares have been cancelled and special shareholders hold no (2009 - 11.9%) voting interest in the Company. IESI-BFC Ltd. - December 31,2010 - 104 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S, dollars and shares, except per share amounts and where otherwise stated) Preferred Shares The Company is authorized to issue an unlimited number of preferred shares, issuable in series. At December 31, 2010 and 2009, no preferred shares are issued. Each series of preferred shares shall have rights, privileges, restrictions and conditions as determined by the Board of Directors prior to issuance. Preferred shareholders are not entitled to vote, but take preference over the common shareholders rights in the remaining property and assets of the Company in the event of dissolution or wind-up. Details of common, restricted and special shares for the year ended December 31, 2010 are as follows: December 31 2OO9 Common shares issued and outstanding, beginning of year Restricted common shares issued and outstanding, beginning of year Common shares issued, during the year Common shares issued and outstanding, end of year Restricted common shares Restricted common shares issued and outstanding, beginning of year Restricted common shares purchased, during the year Restricted common shares issued and outstanding, end of year Spe¢ial shares Special shares issued and outstanding, beginning of year Special shares exchanged, during the year 57,569 (210) 24,725 43 (lS) 82,112 210 225 Specialsharesissued and outstanding, end ofyear 11,137 (43) Accumulated other comprehensive loss Accumulated other comprehensive loss, is comprised of accumulated foreign currency translation adjustments, including accumulated exchange gains or losses on intangibles, goodwill and capital and landfill assets, partially offset by accumulated exchange losses or gains on long-term debt, landfill closure and post-closure costs, and deferred income tax liabilities. Accumulated other comprehensive loss also includes gains or losses recognized on the effective portion of derivatives designated as cash flow hedges, net of tax. Derivatives designated as Foreign cash flow Accumulated currency hedges, net of other translation income tax and comprehensive adjustment settlements I~ec December 31, 2010 Balance, beginning of year Change, during the year Balance, end of year December31,2009 Balance, beginning ofyear Change, during the year Balance, end ofyear $ (103,480) S (1,260) $ (104,740) 21,941 2,089 24,030 $ (81,539) $ 82g $ (80,710) IESI-8FC Ltd. - December 31,2010 - 10S IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Net income per share The following table reconciles net income and the weighted average number of shares outstanding at December 31, 2010 and 2009 for the purpose of computing basic and diluted net income per share. Net income attributable to common shareholders Weighted average number of shares, basic Dilutive effect of PPS equivalents(6) Weighted average number of shares, diluted Net income per weighted average share, basic Net income per weighted average share, diluted Issued and outstanding share based options (thousands) Note: 53,728 47,062 73,892 11,128 85,020 0.63 2,246 PPSs issued by IESI were exchangeable for common shares of the Company on a one for one hundred basis. 'PPS equivalents' refers to the number of shares issuable by the Company upon each PPS exchange. Share based options are anti-dilutive to the calculation of net income per share and have been excluded from the calculation. Non-controlling interest On the closing of the IESI acquisition, IESI issued 22,266 PPSs which ultimately represented a direct non- controlling interest in the Company. The non-controlling interest was entitled to dividends that were economically equivalent to dividends declared and paid by the Company. PPSs were recorded at their exchange amount, which was measured at the weighted average trading price of the Company's issued equity at the date of issuance. The weighted average trading price represented the average price of the Company's issued equity calculated for a reasonable period before and after the IESI acquisition terms were agreed to and announced. Exchanges of PPSs into shares of the Company were recorded at the carrying value of the PPSs at issuance net of net income loss and dividends attributable to PPSs to the date of exchange. Effective January 1, 2009, the carrying value of non-controlling interest also included their share of other comprehensive income. For the year ended December 31,2010, 11,094 (2009 - 43) PPSs were exchanged for shares of the Company. Pursuant to certain mandatory PPS exchange provisions, all remaining outstanding PPS equivalents were exchanged for common shares of the Company on December 31, 2010. PPSs issued and outstanding, beginning of year PPSs exchanged for shares, during the year PPSs issued and outstanding, end of year December31 2009-PPSs 11,137 (43) 11,094 IESI-BFC Ltd. - December 31,2010 - t 06 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended De~ember 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Warrants Number of Common Shares Issuable Weighted Average Exercise Price December 31, 2010 Outstanding, beginning of year Assumed on acquisition, during the year Exercised, during the year Expired, durin~ the),ear Outstanding, end of year As of December 31, 2010, all warrants outstanding are exercisable. 20. Changes in Non-Cash Working Capital Items The following table outlines changes in non-cash working capital items: Accounts receivable Prepaid expenses Accounts payable Accrued charges Income taxes payable Deferred revenues Effect of foreign currency translation adjustments and other non-cash changes Change in non-cash working capital items December 31 (4,072) 8,619 15,063 4,891 2,356 (874) 27,304 21. Share Based Compensation Share based options Share based options are granted to certain directors, officers or management employees at the discretion of the Company's Board of Directors, or its designate. Options, in the absence of any other determination, are exercisable equally on the first, second, third and fourth anniversary and expire on the 10th anniversary of the grant date. The Company has reserved 4,000 shares for issuance under the option plan. The exercise date of options may be accelerated, at the discretion of the Board of Directors, or its designate. Options are not transferable or assignable. On January 9, 2009, the Board of Directors issued 175 share based options, all of which have stock appreciation rights, to one executive of the Company. The options are exercisable equally on the following vesting dates: January 9, 2009 and on December 31, 2010. The options have an exercise price of C$20.00 or $16.77 on the date of issue and grant date market value of C$11.49 or $9.64. On termination of employment without cause, death or disability, the options become immediately exercisable. Unexercised options expire on January 8, 2019. On November 11, 2010, the Board of Directors issued 200 share based options, all of which have stock appreciation rights, to one executive of the Company. The options are exercisable equally on the following vesting dates: November 11, 2010 and May 27, 2011. The options have an exercise price of $22.62 and a grant date market value of $22.41. On termination of employment without cause, death or disability, the options become immediately exercisable. Unexercised options expire on November 10, 2020 At December 31, 2010 the weighted average grant date market value of the share based options outstanding is $20.68 (C$22.74) (2009 - $20.52 (C$22.77)). IESI-BFC Ltd. - December 31,2010 - 107 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where at hecwise stated) 2009 Weighted Number of average options exercise price 2,071 $ 22.07 17S $ 16.77 $ $ $ $ 2,246 $ 21.66 Outstanding, beginning of year Granted, during the year Assumed on acquisition, during the year Exercised, during the year Forfeited, during the year Expired, during the year Outstanding, end of year At of December 31,2010, 2,188 (2009 - 1,831) stock options outstanding are exercisable. The Company uses the Black-Scholes-Merton option pricing model which requires the input of highly subjective assumptions. These assumptions include the estimated length of time employees will retain their options before exercising them and the expected volatility of the Company's share price over the expected term. Changes in subjective assumptions can materially affect the estimated fair value of share based compensation and, consequently, the related amount recognized in selling, general and administration expense on the consolidated statement of operations and comprehensive income or loss. In calculating the fair value of the options at December 31,2010, the following weighted average assumptions were used: Grant date - Februao/ ! 4, 2006 Dividend yield Expected volatility Risk free interest rate Expected life, stated in years Fair value, per option (in Canadian dollars) Grant date - August25, 2008 Dividend yield Expected volatility Risk free interest rate Expected life, stated in years Fair value, per option (in Canadian dollars) Grant dote - January 9, 2009 Dividend yield Expected volatility Risk free interest rate Expected life, stated in years Fair value, per option (in Canadian dollars) Grant date- November l l, 2010 Dividend yield Expected volatility Risk flee interest rate Expected life, stated in years Fair value, per option (in Canadian dollars) 20~9 3.0% 49.6% 1.3% 1.9 1.60 3.0% 36.9% 2.3% 4.0 3.40 3.0% 36.8% 2.5% 4.5 3.54 IESI BFC Ltd. - December 31,2010 - 108 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Compensation expenses resulting from fair value changes in share based options are recorded to selling, general and administration expense on the consolidated statement of operations and comprehensive income. For the year ended December 31, 2010 share based compensation expense amounted to $8,336 (2009 - $2,006). In addition, as of December 31, 2010, unrecognized compensation cost for share based compensation totaled $1,084 {2009 - $~,780). At December 31, 2010, $10,697 (2009 - $2,383) is accrued. The weighted average remaining contractual life of the options is 6.5 years. In determining the expected life of the options, management considered the age of the recipients and duration between the vesting date and date of expiration. These options represent the Company's first, second, third and fourth option grants. Accordingly, the Company has no historical information with regards to the behaviour of its option recipients. Expected volatility was calculated using changes in monthly share prices for a period commensurate with the remaining term to expected vesting. Restricted shares On June 1, 2009, the Company issued 1 $ restricted shares, at a weighted average cost of $11.84 per share, to one executive. In conjunction with the restricted share issuance, the Company purchased 15 common shares for total cash consideration of $172. All 1 $ restricted shares issued have a vesting date of May 31,2012. On July 2, 2010, the Company issued 52 restricted shares at a weighted average cost of $23.92 per share, to certain executive management. In conjunction with the restricted share issuance, the Company purchased 52 common shares for total cash consideration of $1,241. All 52 restricted shares issued have a vesting date of June 30, 2012. Restricted shares are issued as an incentive for certain executive management ("employees" or "executive management") to continue their employment with the Company and to align the interests of executive management with the interests of the Company's shareholders. Restricted shares are purchased by the Company in the open market and are held in trust for the benefit of certain executive management. The restricted shares vest when the employee has satisfied the requisite service period. Executive management forfeits their right to restricted shares upon termination for cause, or resignation without good reason. Accelerated vesting occurs in certain circumstances, including termination without cause or resignation for good reason, change of control, and death or disability. Dividends received by the trustee, on restricted shares held for executive management, are paid to the employee. The employee's interest in restricted shares is not assignable or transferrable. The following table outlines various details pertaining to restricted shares. Outstanding, beginning of year Granted, during the year Vested, during the year Forfeited, during the year Expired, during the year Outstanding, end of year Weighted average remaining life December 31 2009 210 22S 1.10 IESI BFCLtd,-December31,2010 109 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Restricted share expense, recorded to selling, general and administration expense on the consolidated statement of operations and comprehensive income, for the year ended December 31, 2010 amounted to $1,977 (2009 - $1,485). If employees satisfy the requisite service period requirement, the Company will record compensation expense in 2011 and 2012: 2011 2012 Long-term incentive plan Effective January 1, 2003, the Company entered into a trust (the "Trust") agreement to establish a long-term incentive plan on behalf of certain Canadian employees, officers and directors. The purpose of the Trust is to receive monies from the Company and its subsidiaries on behalf of certain Canadian employees, officers and directors to purchase shares of the Company in the open market and to hold those shares acquired for the benefit of its participants. Shares remain registered in the name of the Company, the Trustee, or its nominee(s), until the shares are redeemed, sold or distributed to the participant for whom they are held. Dividends received by the Trust are distributed to the participants in proportion to their pro rata entitlement. The Company's maximum exposure to loss is limited to its obligation to fund the administration of the Trust and its indemnity to the Company and its officers, directors, employees, agents or shareholders for various items including, but not limited to, all costs to settle suits or actions due to association with the Trust, subject to certain restrictions. The risk of fluctuations in the price of the Company's shares is borne by the participants. In February 2006, the Company amended and restated its long-term incentive plan and established a long-term incentive plan on behalf of certain U.S. employees, officers and directors of IESI and its subsidiaries. With the exception of changes to the vesting period, the terms of the long-term incentive plan remain principally unchanged. Shares acquired by the Trust in respect of fiscal year ending December 31, 2004 for the benefit of its participants have vested. Shares acquired by the Trust in respect of fiscal year ending December 31, 2005, and thereafter, will vest as follows: one third on the day such shares are allocated to the participant, one third on December 31 of the year such shares are allocated to the participant, and the balance on December 31 of the subsequent year. Shares that are forfeited by participants to the long-term incentive plan are allocated to the remaining participants in accordance with their proportional entitlement to all of the shares held by the Trust and the Trust will abstain from voting on all matters related to the Company. The purpose and terms of the U.S. long-term incentive plan are consistent with those outlined for the Company's amended and restated Canadian plan. In 2010, contributions to the long-term incentive plan are calculated at 1.45% (2009 - 1.45%) of operating income before restructuring costs, amortization and gain or loss on sale of capital and landfill assets, adjusted for certain non- recurring or non-operating items. Included in selling, general and administration expenses are $7,032 (2009 - $4,221) of accrued amounts payable to the Trust on behalf of certain Canadian and U.S. employees, officers and directors at December 31, 2010. IESI-BFC Ltd. - December 31,2010 - 110 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) 22. Commitments and Contingencies (i) The Company leases buildings and equipment under various operating leases. Future lease payments for the next five years ending December 31 and thereafter are as follows: 2013 2014 2015 Thereafter (ii) (iv) (v) The Company is the successor to a license agreement to use the trade name "BFI" and the related logo, subject to certain restrictions. The agreement was amended on February 22, 2002, whereby a one-time equivalent payment of S1,279 (CS2,000) was made on April 25, 2002 in full satisfaction of all royalty obligations under the license agreement payable through June 1, 2015 (effectively the initial 15-year term). The Company has two additional 10 year extension options at a cost of $603 (C$600) and $1,508 (CS1,500), respectively, per annum. The Company enters into various commitments in the normal course of business. At December 31, 2010, the Company has issued letters of credit amounting to $193,546 (2009 - $161,233) and performance bonds totaling $352,331 (2009 - $218,088). Letters of credit are made available to the Company through its long- term debt facilities and are included in the security offered by the Company. On the acquisition of IESI, the Company assumed various obligations which require payment of additional amounts for achieving certain negotiated events or business performance targets, including landfill expansion approval or target disposal volumes. The Company is obligated to pay certain sellers various amounts for achieving certain negotiated disposal volumes to a maximum of approximately $7,000. Amounts are accrued monthly, and paid from time to time in accordance with underlying agreements, until certain threshold negotiated disposal volume targets are achieved, and the maximum obligation is satisfied. Monthly accrued amounts, which are paid up to the date the disposal volume threshold targets are met, reduce the threshold payment by a similar amount. The Company will record an adjustment to the purchase price allocation when the contingency is resolved and consideration is issued or becomes issuable. Landfill permits acquired on the acquisition of IESl were recorded at their fair values. Accordingly, all contingent amounts paid, and all future contingent payments, in respect of the receipt of landfill expansion approval or fulfilling disposal volume targets, are recorded to goodwill. The Company has a disposal contract that requires it to meet specific disposal volume targets which expires on March 31,2012. The volume requirements are measured based on an annual average. In the event the Company does not meet the required volume targets, the Company is required to make additional payments on the disposal volume shortfall. At December 31, 2010, the Company expects to meet its disposal volume target and accordingly no accrual has been made. IESI-BFC Ltd. - December 31,2010 - 111 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended Oecember 3 I, 2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) (vi) The Company has an accrued environmental liability of $14,280 (2009 - $13,366) recorded in landfill closure and post-closure costs on the consolidated balance sheet, related principally to an inactive landfill (hereinafter referred to as 'q'antalo"), which the Company assumed as part of the IESI acquisition. The Tantalo environmental liability consists of remediation and 30 years of post-closure monitoring totaling $15,920 (2009 - $13,452). The initial remediation work commenced in 2004, and the post-closure monitoring commenced in 2007. Tantalo is a 26 acre landfill that stopped accepting waste in 1976 and has been identified by the State of New York as an "Inactive Hazardous Waste Disposal Site". During its period of operation, Tantalo received both municipal and industrial waste, some of which has been found to exhibit "hazardous" characteristics as defined by the U.S. Resource Conservation and Recovery Act. Past activities at Tantalo have resulted in the release of hazardous wastes into the groundwater. A remediation program has been developed for Tantalo in conjunction with the New York State Department of Environmental Conservation. The remediation program includes: installation of groundwater barriers, protective liner caps, leachate and gas collection systems, and storm-water drainage controls, as well as methods to accelerate the decontamination process, in addition, IESI purchased a "Cleanup Cost Cap Insurance Policy," with a ten- year policy period, which provides $25,000 of coverage in excess of the remediation portion of the liability. The cost of remediation requires a number of assumptions and estimates which are inherently difficult to estimate, and the outcome may differ materially from current estimates. However, management believes that its experience provides a reasonable basis for estimating its liability. As additional information becomes available, estimates are adjusted as applicable. It is possible that technological, regulatory or enforcement developments, the results of environmental studies, or other factors could necessitate the recording of additional liabilities which could be material. The estimated environmental remediation liabilities have not been reduced for possible recoveries from other potentially responsible third parties. (vii) The Company is subject to certain lawsuits and other claims arising in the ordinary course of business. The outcome of these matters is subject to future resolution. Management's evaluation and analysis of such matters indicates that the resolution thereof will not have a material effect on the Company's consolidated financial statements. Purchase agreements In April 2007, WSI acquired a company that owns a permit to construct a construction and demolition waste transfer station on land owned by it in Bradenton, Florida. An additional payment of $2,500 is due to the sellers upon the transfer of the company or the property to any non-affiliate of WSI or upon obtaining all necessary permits to operate the transfer station. WSl entered into an agreement to purchase an adjacent parcel of land to its SLD landfill for total consideration of approximately $7,300. Deposits to date total $950 and an additional deposit of $200 is due July 2011. A portion of the deposits will be credited to the total purchase consideration on closing. Deposits made by the Company are not refundable should the purchase not close. 23. Related Party Transactions Related party agreements The Company leases office space which is owned by the son of one of its directors. The lease commenced in 2004 and has a lease term often and a half years, with a right to extend for a further five years. The cost of the lease approximates C$300 annually. The Company intends to sublet this lease. The father-in-law of the Company's Executive Vice President Corporate Development was employed by WSI until his retirement in October 2008. As partial consideration for his retirement he received C$400 in 2010 and will receive C$100 for each year thereafter until his death. IESFBFC Ltd. - December 31,2010 - 112 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) Equity accounted investee The Company's investment in its equity investee is with a related party. The Company has a fifty percent ownership interest in its equity investee. The remaining fifty percent is owned by two trusts. The brother of the Company's Vice Chairman and Chief Executive Officer serves as a trustee for both trusts. The Company's Vice Chairman and Chief Executive Officer serves as a trustee for one of the two trusts. The Company exercises joint control over its equity investment through its fifty percent ownership interest. The Company's fifty percent ownership interest grants it authority to nominate fifty percent of the directors to the board of the investee. The Chairperson of the investee's Board of Directors cannot be nominated by the Company. In addition, the Chairperson cannot be a member of the Company's Board of Directors. The Chairperson of the investee is entitled to cast a second vote in the event of a tie amongst its board. Certain matters are beyond the control of the investee's board and are resident with its shareholders. These matters are generally related to certain financing matters, board composition, the sharing of profits and material business changes. Transactions between the Company and its investee have all been transacted in the normal course of business. These transactions are generally the result of the investee billing the Company for services it provides to the Company. In turn, the Company bills its customers for this service which is measured at the exchange amount. Transactions between the Company and its investee only reflect the Company's share of the transactions. The Company incurred $270 of charges for the year ended December 31, 2010 from its equity investee which are recorded to operating expenses. A total of $22 is included in accounts payable at December 31, 2010 for amounts owing to the Company's equity investee. On December 6, 2010, the Company issued an unsecured promissory note to its equity accounted investee for C$750. The promissory note is repayable on demand with no fixed term to maturity. Interest on the note accrues at a rate equal to the greater of 5.5% per annum, or the rate which is equal to Toronto-Dominion Bank prime plus 2.0% per annum calculated annually, not in advance and payable on maturity. The promissory note may be repaid, in whole or in part, at any time, subject to certain restrictions. Other related party transactions A company owned by an officer of a subsidiary of BFI provides transportation services to the Company. Total charges of $1,835 were incurred for the year ended December 31, 2010 which are recorded to operating expenses. All related party transactions are recorded at the exchange amounts. IESI-BFC Ltd. - December 31,2010 - 113 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) 24. Financial Instruments The following table categorizes the Company's derivative financial assets and liabilities and their fair value amounts. Amounts are recorded as other assets or liabilities on the Company's consolidated balance sheet. Financial assets Derivatives not designated in a hedging relationship Current- commodity swaps Long-term - commodity swaps Derivatives designated in a hedging relationship Current - commodity swaps Long-term - commodity swaps Long-term ~ interest rate swaps Financial liabilities Derivatives not designoted in a hedging relationship Current - interest rate swaps Long-term - interest rate swaps December 31, 2009 Fair Value 362 279 $ 408 $ 1,295 $ 8,312 3,611 The following table outlines the hierarchical measurement categories for the fair value of various financial assets and liabilities at December 31,2010: Cash and cash equivalents Funded landfill post-closure costs Other assets - commodity swaps (designated in a hedging relationship) Other assets - commodity swaps Other assets - interest rate swaps (designated in a hedging relationship) Other liabilities - interest rate swaps December31,2009 Quoted prices in active markets Significant other Significant for identical observable unobservable assets inputs inputs (Level 1) {Level 2) {Level 3) Total Cash and cash equivalents Funded landfill post-closure costs Other assets - commodity swaps (designated in a hedging relationship) Other assets - commodity swaps Other liabilities - interest rate swaps 4,ggl $ $ S 8,102 $ $ $ 4,991 $ $ $ 1,703 $ 1,703 $ $ $ 641 $ 641 $ $ (11,923) $ $ (11,923) S 13,093 ~ (11,923) ~ 2,344 $ 3,514 IESI-BFC Ltd. - December 31,2010 - 114 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 {in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) The following table outlines the change in fair value for Level 3 inputs for the periods ended December 31,2010 and 2009: Significant unobservable inputs (Level 3} Balance, beginning of year Realized gains included in the statement of operations, during the year Unrealized (losses) gains included in the statement of operations, during the year Unrealized gains included in accumulated other comprehensive loss, during the year Settlements Foreign currency translation adjustment Balance, end of year December 31 2009 (1,891) 408 588 3,S94 (408) S3 2,344 Fair value Funded landfill post-closure costs are invested in BAs offered through Canadian financial institutions or Government of Canada treasury bills. The fair value of these investments is supported by quoted prices in active markets for identical assets, The fair values of financial instruments are calculated using available market information, commonly accepted valuation methods and third-party valuation specialists. Considerable judgment is required to interpret market information to develop these estimates. Accordingly, these fair value estimates are not necessarily indicative of the amounts the Company, or counter-parties to the instruments, could realize in a current market exchange. The use of different assumptions and or estimation methods could have a material effect on these fair values. The Company's interest rate swaps are recorded at their estimated fair values based on quotes received from financial institutions that trade these contracts. The Company verifies the reasonableness of these quotes using similar quotes from another financial institution at the date each financial statement is prepared. In addition, the Company employs a third party, who is not a counter-party, to independently value the interest rate swaps and it uses all of this information to derive fair value. The use of different assumptions and or estimation methods could have a material effect on these fair values. The fair values of commodity swaps are determined applying a discounted cash flow methodology. This methodology uses the Department of Energy forward index curve and the risk-flee rate of interest, on a basis consistent with the underlying terms of the agreements, to discount the commodity swaps. Financial institutions and the U.S. Department of Treasury represent the sources of the Department of Energy forward index curve and risk-flee rate of interest, respectively. Hedge accounting The Company has designated certain commodity and interest rate swaps as cash flow hedges. The following table outlines changes in the fair value of commodity and interest rate swaps designated as cash flow hedges and its impact on other comprehensive income or loss, net of the related income tax effect, for the years ended December 31,2010 and 2009. Derivatives designated as cash flow hedges, net of income tax Other comprehensive income, interest rate swaps Other comprehensive income, commodity swaps Total other comprehensive income, net of income tax December 31 2009 2,717 2,717 IESI-BFC Ltd. - December 31,2010 - 11S IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where ot herwise stated) At December 31, 2010, commodity and interest rate swaps accounted for as cash flow hedges were determined to be highly effective. Accordingly, no amounts have been recorded to net income due to ineffectiveness or otherwise. The Company measures and records any ineffectiveness on commodity swaps representing the difference between the underlying index price and the actual price of diesel fuel purchased. Gains or losses are reclassified to operating expenses as diesel fuel is consumed. The estimated net amount of the unrealized losses on commodity swaps expected to be reclassified to earnings within the next twelve months is $1,928 (2009 - $787). The timing of actual amounts reclassified to net income is dependent on future movements in diesel fuel prices. The Company measures and records any ineffectiveness on interest rate swaps using regression analysis. Interest rate swaps are settled quarterly, consistent with the Company's obligation to pay interest on its U.S. credit facility. Gains or losses arising from interest rate swaps are reclassified to interest expense upon settlement. The estimated net amount of the unrealized gains on interest rate swaps expected to be reclassified to earnings within the next twelve months is $1,145 (2009 - Snil). However, the actual amount reclassified to net income is dependent on future movements in interest rates. Interest rate and commodity swaps The Company is subject to credit risk on certain interest rate and commodity swaps (collectively the "agreements"). The Company has entered into interest rate swaps as a condition of its U.S. long-term credit facility which requires it to fix a portion of its variable rate interest charged on borrowings under the facility, some of which has been designated for hedge accounting. In addition, the Company has entered into commodity swaps for a portion of diesel fuel consumed in its Canadian and U.S. operations. The Company's corporate treasury function is charged with arranging and approving all agreements. Suitable counterparties identified by the Company's treasury function are approved by the Audit Committee. The Company will only enter into agreements with highly rated and experienced counterparties who have successfully demonstrated that they are capable of executing these arrangements. If the counterparties' credit rating, prepared by reputable third party rating agencies, is downgraded, the Company's treasury function will review the agreement and assess if its exposure to the counterparty can be collatera[ized or if the agreement should be terminated. The Company's treasury function also prepares a report, at least once annually, to the Company's Audit Committee which outlines key terms of its agreements, fair values, counterparties and each counterparty's most recent credit rating, and where applicable changes to the risks related to each agreement. The Company's maximum exposure to credit risk is the fair value of interest rate and commodity swaps recorded in other assets on the Company's consolidated balance sheet. The Company holds no collateral or other credit enhancements as security over these agreements. The Company deems the agreements' credit quality to be high in light of its counterparties and no amounts are either past due or impaired. In all instances, the Company's risk management objective is to mitigate its risk exposures to a level consistent with its risk tolerance. IESI-BFC Ltd. - December 31,2010 - 116 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31, 2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) The Company has entered into the following commodity swaps as outlined in the tables below: U.S. fuel hedges Notional amount Diesel rate (gallons per month paid expressed in (expressed in Date entered gallons) dollars) Diesel rate received variable Effective date Expiration dat~ October 2008 62,500 $ 3.69 Diesel fuel index July 2009 October 2013 June 2009 335,000 $ 2.17 NYMEX Heating Oil Index January 2011 December 2011 June 2009 165,000 $ 2.13 NYMEX Heating Oil Index January 2011 May 2011 June 2009 170,000 $ 2.31 NYMEX Heating Oil Index January 2012 December 2012 June 2009 16S,000 $ 2.28 NYMEX Heating Oil Index January 2012 May 2012 June 2009 170,000 $ 2.34 NYMEX Heating Oil Index January 2013 May 2013 Canadian fuel hedges Diesel rate Notional amount paid (litres per month - (expressed in Date entered expressed in Iitres) CS's) Diesel rate received variable Effective date Expiration date September 2009 32S.000 $ 0.62 NYMEX Heating Oil Index January 2011 December 2011 September 2009 162,500 $ 0.65 NYMEX Heating Oil Index January 2012 June 2012 October 2009 325,000 $ 0.62 NYMEX Heating Oil Index January 2011 December 2011 October 2009 162,500 $ 0.65 NYMEX Heating Oil Index January 2012 June 2012 The contractual maturities of the Company's derivatives are as follows: December31,2010 Derivorive Interest rate swaps Commodity swaps Amounts recorded to net gain on financial instruments for the year ended December 31, 2010 total ($5,493) (2009 - ($1,562)), in aggregate. The net gain on financial instruments is comprised of the following fair value changes: funded landfill post-closure costs ($29) (2009 - $67), interest rate swaps ($5,586) (2009 - ($1,041)) and fuel hedges $122 (2009 - ($588)). Estimated fair value The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued charges approximates fair value due to the relatively short-term maturities of these instruments. Funded landfill post- closure costs and derivative financial instruments are recorded on the consolidated balance sheet at fair value. At December 31, 2010, the estimated fair value of the direct finance lease receivables applying an interest rate consistent with the credit quality of the instrument is $1,511 {2009 - $1,867), compared to the carrying amount of $1,278 (2009 - $1,759). At December 31,2010, the debentures estimated fair value is approximately $74,800 (2009 - $71,700) compared to the ca flying amount of $58,315 (2009 - $55,418). At December 31, 2010, the estimated fair value of the 2005 Seneca IRB Facility is approximately $44,800 (2009 - $40,725) compared to the carrying amount of $45,000 (2009 - $45,000). IESI-BFC Ltd. - December 31,2010 - 117 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U.S. dollars and shares, except per share amounts and where otherwise stated) At December 31,2010, the estimated fair value of long-term debt bearing interest at variable rates approximates its carrying amount. The Company believes that renegotiation of its variable rate long-term debt would result in equivalent pricing than it currently enjoys. However, because the Company's variable rate facilities are non- amortizing, the current carrying amount of the Company's variable rate long-term debt approximates its carrying amount. Fair value methods and assumptions Financial assets and liabilities recorded at fair value, as and where applicable, and included in other assets and other liabilities on the Company's consolidated balance sheets are as follows: funded landfill post-closure costs, and interest rate and commodity swaps. Deposits made to the social utility trust, and recorded as funded landfill post-closure costs on the consolidated balance sheet, are invested by the social utility trust trustee. Statements of invested amounts are supplied to the Company by the social utility trust trustee and are prepared from quoted market prices for the underlying investments. The fair value of interest rate and commodity swaps are determined by management with the assistance of third parties. 25. Segmented Reporting The Company carries on business through three separate geographic segments: Canada, U.S. south and U.S. northeast. The business segments are vertically integrated and include the collection and disposal of waste and recyclable products, transfer station operations, material recovery facilities, landfills and landfill gas to energy facilities. The geographic location of each business segment limits the volume and amount of transactions between them. As a result of the acquisition of WSI, the Company has elected to exclude Corporate costs in the determination of each business segment's performance. Corporate includes certain executive costs, accounting, internal audit, treasury, investor relations, corporate development, environmental management, information technology, human resources and other administrative support functions. Corporate also includes transaction and related costs and fair value changes for stock options. Prior year amounts have been changed to conform to the current year's presentation. The accounting policies applied by the business segments are the same as those described in the summary of significant accounting policies (Note 3). The Company evaluates segment performance based on revenues, less operating and selling, general and administration expenses. IESI BFC Ltd. - December 31,2010 - 118 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U,S. dollars and shares, except per share amounts and where otherwise stated) Revenues Canada U.S. south U.S. northeast Corporate Revenues less operating and selling, general and administration expenses Canada U.S, south U.S. northeast Corporate Amortization Canada U.S. south U.S. northeast Corporate Net gain on sale of capital and landfill assets Restructuring expenses Operating income December 31 2009 $ 1,008,466 140,~14 92,909 90,237 (40,274) $ 283,516 4&240 48,217 58,973 1,272 156,702 (198) 12L012 Goodwill Capital assets Landfill assets TotalAssets December31,2009 Canada U.S. south U.S. no~heast Corpo~te Total Goodwill $ 59,884 $ 168,374 $ 402,212 $ $ 630,470 Capital assets $ 160,868 S 171,083 S 10S,174 $ 2,609 $ 439,734 Landfill assets $ 175,154 $ 140,027 $ 346,557 $ $ 661,738 Total Assets $ 484,373 $ 534,296 $ 957,911 $ 21,007 $ 1,997,587 26. Guarantees In the normal course of business, the Company enters into agreements that meet the definition of a guarantee. The Company's primary guarantees are as follows: The Company has provided indemnities under lease agreements for the use of various operating facilities. Under the terms of these agreements the Company agrees to indemnify the counterparties for various items including, but not limited to, all liabilities, loss, suits, damage and existence of hazardous substances arising during, on or after the term of the agreement. Changes in environmental laws or in the interpretation thereof may require the Company to compensate the counterparties. The maximum amount of any potential future payment cannot be reasonably estimated. These indemnities are in place for various periods beyond the original term of the lease and these leases expire between 2011 and 2021. IESI-BFC Ltd. - December 31,2010 - 119 IESI-BFC Ltd. Notes to the Consolidated Financial Statements For the years ended December 31,2010 and 2009 (in thousands of U,S, dollars and shares, except per share amounts and where ot hecwise stated) Indemnity has been provided to all directors and officers of the Company and its subsidiaries for various items including, but not limited to, all costs to settle suits or actions due to association with the Company and its subsidiaries, subject to certain restrictions. The Company has purchased directors' and officers' liability insurance to mitigate the cost of any potential future suits or actions. The term of the indemnification is not explicitly defined, but is limited to the period over which the indemnified party serves as a director or officer of the Company or its subsidiaries. The maximum amount of any potential future payment cannot be reasonably estimated. The Company has received indemnities for the receipt of hazardous, toxic or radioactive wastes or substances and the Company has issued indemnities for their disposal at third party landfills. Applicable federal, provincial, state or local laws and regulations define hazardous, toxic or radioactive wastes or substances. Changes in environmental laws or in their interpretation may require the Company to compensate or be compensated by the counterparties. The term of the indemnity is not explicitly defined and the maximum amount of any potential future reimbursement or payment cannot be reasonably estimated. Certain of the Company's landfills have Host Community Agreements ("HCA") between the Company and the towns, municipalities or cities in which the landfills operate. The Company has agreed to guarantee the market value of certain homeowners' properties within a certain distance of the landfills based on a Property Value Protection Program ("PVPP") incorporated into the HCA. Under the PVPP, the Company would be responsible for the difference between the sale value and the hypothetical market value of the homeowners' properties assuming a previously approved expansion of the landfill had not been approved, if any. The Company does not believe it is possible to determine the contingent obligation associated with the PVPP guarantees, but does not believe it would have a material effect on the Company's financial position or results of operations. As of December 31, 2010, the Company has not been required to compensate any homeowner under the PVPP. In the normal course of business, the Company has entered into agreements that include indemnities in favour of third parties, such as purchase and sale agreements, confidentiality agreements, engagement letters with advisors and consultants, outsourcing agreements, leasing contracts, underwriting and agency agreements, information technology agreements and service agreements. These indemnification agreements may require the Company to compensate counterparties for losses incurred by the counterparties as a result of breaches in representation and regulations or as a result of litigation claims or statutory sanctions that may be suffered by the counterparty as a consequence of the transaction. The terms of these indemnities are not explicitly defined and the maximum amount of any potential reimbursement cannot be reasonably estimated. The nature of these indemnification agreements prevents the Company from making a reasonable estimate of the maximum exposure due to the difficulties in assessing the amount of liability which stems from the unpredictability of future events and the unlimited coverage offered to counterparties. Historically, the Company and its predecessor have not made any significant payments under these or similar indemnification agreements and therefore no amount has been accrued in the consolidated balance sheet with respect to these agreements. The Company has been indemnified for various environmental and real property and other matters, including taxes and various other items that existed on or prior to June 30, 2000. The term and potential reimbursement varies with the matter indemnified. IESI-BFC Ltd. - December 31,2010 - 120 DIRECTORS James J. Forese Non-Executive Chairman Keith A. Carrigan Vice Chairman Michael G. DeGroote Director Daniel M. Dickinsana Director Charles F. Flood~ Vice Chairman Douglas W. Knight~ Director Daniel R. Miniard~ Director EXECUTIVE M/LNAGEMENT Keith A. Carrigan Vice Chairman and Chief Executive Officer Joseph D. Quarin President and Chief Operating Officer Thomas J. Cowee Vice President and Chief Financial Officer CORPORATE MANAGEMENT William p. Hulligan Executive Vice President, U.S. Operations President, IESI Corporation Dan Pio Vice President and Chief Operating Offic~ Canada Thomas L. Brown Senior Vice President and Chief Operating Offic~ U.S. Izzie Abrams Vice President, Business Development and Government Relations, Canada Ivan Cairns Vice President and General Counsel Robert Chee Vice President, Tax, U.S. William Chyfetz Vice President, Associate General Counsel and Secretary Chaya M. Cooperberg Vice President, Investor Relations and Corporate Communications Thomas S. Fowler Senior Vice President, General Counsel, U.S. Howard M. Goldby Vice President, Environmental Management and Technology Group William P. M. Heman Vice President, Finance and Corporate Controller Stephen T. Moody Vice President and Corporate Controller, U.S. Ronald L. Neese Vice President, Information Systems Gordon D. Peckham Senior Vice President and Chief Development Offic~ U.S. Scott Richards Vice President, Internal Audit REGIONAl, MANAGEMENT Edward L. Apuzzi Vice President, Northeast Region, U.S. John C. Gustafson, Jr. Vice President, Texas Region, U.S. Yves Normandin Vice President, Quebec, Canada Joseph Rajotte Vice President, Western Canada Region Rob Ross Vice President, Eastern Canada Region Phillip L. Smith Vice President, South Cent~l Region, CORPORATE INFORMATION Head Office IESI-BFC Ltd. 400 Applewood Crescent, 2nd Floor Vaughan, Ontario IAK 0C3 Phone: 905.532.7510 Fax: 905.532.7580 Website: www. iesi-bfc.com Investor Relations For further information about IESI-BFC Ltd. or to be placed on the mailing list for news releases, please contact: Investor Relations Phone: 905.532.7510 Email: Investorrelations@bficanada.com Auditors Deloitte & Touche LLP, Toronto, Ontario Stock Exchange Listing New York Stock Exchange Toronto Stock Exchange Trading Symbol: BIN Transfer Agent and Registrar Computershare Trust Company of Canada 100 University Avenue Toronto, Ontario M5J 2Y1 Annual General Meeting of Shareholders Wednesday, May 25, 2011 at 2:00 pm (ET) Design Exchange 234 Bay Street Toronto, Ontario M5K 1B2 Printed on Po]land OpaqueSO, which contains 50% post-consmner fibre, is manufactured in Canada using renewable biogas energy and is certified EcoLogo and FSC Mixed Sources. BIDDER'S SOLICITATION SOLID WASTE HAUL AND DISPOSAL SERVICES AGREEMENT DOCUMENTS TOWN OF SOUTHOLD STATE OF NEW YORK TOWN OfSOUTHOLD May 2011 NOTICE TO BIDDERS Solid Waste Haul-Disposal Services The Town of Southold will receive sealed bids for solid waste haul-disposal services until the time and at the location herein specified which, will then be opened and publicly read aloud; PLACE: Office Of the Town Clerk Southold Town Hall 53095 Main Road Southold New York 11971 (631) 765-1800 DATE: June 2, 2011 TIME: 10:00 AM (LATE BIDS WILL NOT BE OPENED) The offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equipment and labor for hauling solid waste and disposing solid waste at the Contractor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1, 2007, with the potential for three (3) additional option years (see Section 18.0~ p. 21). Notwithstanding contractual or other legal reasons for terminating this Agreement, this Agreement will be guaranteed for a two (2) year term, through June 30, 2013. Bids must be made in writing on the forms furnished and shall be accompanied by a Bid Guaranty in the Form of certified check, money order, bank draft or standard form letter of credit made payable to Town of Southold, or bid bond, in the sum of one hundred thousand dollars ($100,000.00) wherein the named obligee shall be the Town of Southold. The successful Bidder shall be required to furnish a performance Bond. and insurance in accordance with the instructions in the Bid Solicitation. The bid price shall not include any tax, Federal, state, or local, from which the Town of Southold is exempt. A Bidder may not withdraw his bid within forty-five (45) days after the opening of the bids, but may withdraw his Bid at any time prior to the scheduled time for the opening of bids. The Town reserves the right to reject any or all bids and to waive informalities, should this action be in the best interest of the Town of Southold. 2 Bid Solicitation containing submission requirements, instructions, technical specifications, and bidding forms may be examined free of charge and at the following location on weekdays from 8:00 A.M. to 4:00 P.M.: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Upon payment of non-refundable fifty dollars ($150.00) Bid Solicitation may be picked up at: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Questions regarding the Bid Solicitation should be directed to Mr. James Bunchuck, Southold Town Solid Waste Coordinator at 631-734-7685. Mr. Bunchuck's office is at the Southold Town Transfer Station, located at: Southold Town Solid Waste District 1 Zack's Lane Cutchogue, New York 11935 Entrance to the facility is gained from Cox Lane, off County Rt. tl 48. All bidders are encouraged to inspect the Southold Town Transfer Station. Appointments to do so are not required, but may be scheduled by calling Mr. Bunchuck at the phone number above. Elizabeth A. Neville Town Clerk For further information regarding bidding requirements, contact Elizabeth A. Neville (631) 765- 1800. For information regarding Town Of Southold waste program and haul-disposal operations, contact James Bunchuck (631) 734-7685. 3 TABLE OF CONTENTS GLOSSARY OF TERMS SECTION A- SUBMISSION REQUIREMENTS 1.0 Project Purpose 2.0 Schedule 3.0 Examination Of Agreement Documents 4.0 Information to be Submitted 4.1 Contractual Bid 4.2 Supplemental Information 5.0 Bid Format 5.1 Binding 5.2 Form Preparation 6.0 Submission of Bid 6.1 Withdrawal Of Bids 6.2 Questions & Addenda 7.0 Bid Guaranty 8.0 Execution Of Agreement 9.0 Consideration Of Bids 10.0 Selection Of Contractor 11.0 Acceptance of Bid 12.0 Assignment 13.0 Limitation Of Funds Available 14.0 Insurance and Bonds 14.1 Insurance 14.2 Bonds 15.0 Indemnity (Hold Harmless) 16.0 Payments 17.0 Default 18.0 Term of Agreement 19.0 Service Agreement 20.0 Subcontracts 21.0 Rights and Options SECTION B - BID SPECIFICATION 1.0 Requirements 2.0 Program Goals and Objectives 3.0 Potential Regulatory and Operational Changes 4.0 Character Of The Solid Waste 4.1 Quality and Characteristics 5.0 Program Activities 5.1 Collection 5.2 Loading Mode 5.3 Town of Southold Accident and Damage Policy 5.4 NYSDEC Part 360 Permit to Operate 7 10 11 11 12 13 13 13 15 15 15 15 15 16 16 16 17 17 18 18 18 18 18 20 20 21 21 21 21 22 22 23 24 25 25 25 26 26 26 27 27 27 4 6.0 Haul Services 6.1 Transport Mode 6.2 Work Included 6.3 Equipment 6.4 Weighings 6.4 Routing Mode - Contractor's Responsibility 7.0 Disposal Services Program Activities 7.1 Work Included 7.2 Operational Capacity 7.3 Permit Requirements 7.3.1 Disposal Sites Inside State Of New York 7.3.2 Disposal Sites Outside State of New York 7.4 Weighings 8.0 Safety and Health Regulations 9.0 Operations and Procedures 9.1 Supporting Data SECTION C - TOWN OF SOUTHOLD SOLID WASTE HAUL/DISPOSAL SERVICES 1.0 Intent 2.0 General Bid Statement 3.0 Unit Price Bid Schedule 3.1 Compensation 3.2 Evaluation Unit Bid Price Formula 4.0 Bid Security Acknowledgment 5.0 Information Schedules Information Schedule A Information Schedule B Information Schedule C Information Schedule D Information Schedule E Information Schedule F Information Schedule G Information Schedule H Information Schedule I Information Schedule J Information Schedule K Information Schedule L Information Schedule M 27 27 28 28 29 29 29 30 30 30 31 31 33 33 34 35 36 37 37 41 41 42 42 42 5 SECTION D - APPENDICES Appendix A Sample Operating Agreement Appendix B New York State Department of Environmental Conservation Permit Appendix C Accident Report 6 GLOSSARY OF TERMS ADMINISTRATOR -Shall mean the Coordinator of municipal solid waste (or his agent) of the Town of Southold, New York. AGREEMENT- Shall mean a Form operating agreement set forth by the Town and resulting from this Bid Solicitation between the Town of Southold and the successful Bidder to be executed in 1997. AGREEMENT DOCUMENTS -Shall include the notice to bidders, instructions, bid solicitation, bid Forms, information schedules, proposal, payment bond, bid bond, Agreement, performance bond, certificates of insurance, glossary of terms any general conditions or special conditions, and any addenda. The Agreement Documents will Form a part of the Agreement. AGREEMENT YEAR -Shall mean the period from July 1j of a calendar year to June 30, of the next calendar year. BIDDER -Shall mean any party or parties submitting in proper form a bid to perform the work as specified in the Agreement Documents. The successful Bidder selected by the Town to perform the specified work will thereafter be known as the Contractor. BID PRICE -Shall mean the unit cost to determine the ranking of bidders. BID SOLICITATION-Shall mean this document, specifications, and any bid addenda issued. COMMENCEMENT DATE -Shall mean July 1,201 CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) -Shall mean solid waste resulting from the construction, renovation, equipping, remodeling, repair and demolition of structures and roads. Such waste includes, but is not limited to, bricks, concrete and other masomy materials, soil, rock, wood, wall coverings, plaster, drywall, non-asbestos insulation and roofing shingles. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) DISPOSAL SITES -Shall mean any site designated by the Contractor where construction and demolition debris is disposed of in a manner that minimizes environmental hazards and is permitted under the design and operation requirements of 6NYCRR Part 360 or alternatively outside the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. GLOSSARY-I CONTRACT DOCUMENTS - Shall have the same meaning as Agreement Documents. CONTRACT YEAR - Shall have the same meaning as Agreement Year. CONTRACTOR - Shall mean the party contracting to perform the work, or the heirs, executors, administrators, agents, or successors thereof. COORDINATOR - Shall mean the coordinator of municipal solid waste for the Town of Southold. COUNTY - Shall mean Suffolk County, State Of New York. DAILY - Sunday to Saturday, inclusive. EPA - Environmental Protection Agency (Federal). HAUL-DISPOSAL SERVICES UNIT PRICE - Shall mean the Contractor's compensation in dollars for each ton of solid waste actually hauled from the Town Of Southold Transfer Station to the Contractor-Designated Disposal Site and disposed of at the Contractor-Designated Disposal Site. HAZARDOUS WASTE - Shall mean (1) any "hazardous waste" as defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.. or "hazardous substance" as defined under the comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or "hazardous waste" as defined under New York Environmental Conservation Law Section 27-0901 et seq., as each such law may be mended from time to time, and the regulations promulgated thereunder, and any analogous or succeeding Federal, state or local law, rule or regulation and regulations promulgated thereunder and (2) any other material which any governmental agency or unit having appropriate jurisdiction shall determine from time to time cannot be processed at the facility because it is harmful, toxic or dangerous. NOTICE OF AWARD - Shall mean written notice from the Town of Southold to the successful Bidder that the Town of Southold intends to award an Agreement to the successful Bidder, subject to compliance with all their terms and conditions of the Agreement Documents. NYSDEC - New York State Department Of Environmental Conservation. OSHA - Federal Williams-Steiger Occupations Safety & Health Act of 1970, plus subsequent revisions. GLOSSARY - 2 8 OWNER - Shall mean the Town Of Southold, New York. Also may be referred to as the Town. PERMIT - Shall mean any and all permits, licenses, approvals, certificates of public convenience and necessity, Franchises or authorizations which must be issued by any Governmental Body having jurisdiction thereof to legally enable the Contractor to transport and/or dispose Of construction and demolition debris. PERMITTEE - Shall mean any person issued a valid permit to haul construction and demolition debris or to construct, establish, maintain or operate a construction and demolition debris Disposal Site. RCRA - Resource Conservation Recovery Act (Federal). SOLID WASTE - Shall mean all putrescible and non-putrescible materials or substances, including but not limited to garbage, refuse, rubbish, ashes, agricultural wastes, and offal. (Solid Waste does not include C&D waste, recyclables, hazardous, or infectious waste). SOLID WASTE DISPOSAL SITE(S) - Shall mean any site designated by the Contractor where solid waste is disposed of in a manner that minimizes environmental hazards and Is permitted under the design and operation requirements of 6NYCRR Part 360 - Solid Waste Management Facilities, or alternatively outside of the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. Also may be referred to as Disposal Site(s). SUBCONTRACTOR - Shall mean an individual, firm or corporation having a direct contract with the Contractor for services, equipment, materials and/or labor. GLOSSARY-3 9 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS, AND AWARD BASIS 10 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS AND AWARD BASIS 1.0 PROJECT PURPOSE The Town of Southold expects that it will receive and need to dispose of approximately 10,000 tons of solid waste during the agreement year. It is possible that the Town of Southold will contract with another town to receive and dispose of their solid wastes. If this happens the quantity of wastes to be hauled and disposed of under this Agreement will increase. This Bid Solicitation will ensure Town of Southold's solid waste will continue to be 1) hauled From the Town of Southold Transfer Station to Disposal site(s) and 2) disposed of at permitted Disposal Site(s). 2.0 SCHEDULE The schedule below is an estimate of the time period leading up to the commencement of the Agreement. Its intent is to provide each Bidder with an idea of when certain events may occur. The dates given are guidelines and should not be construed as finn dates or deadlines due to. the multiple parties involved in the decision making process. EVENT DATE Transfer Station Visits By Appointment Pre-Bid Conference None Bid Opening 10:00 AM Thursday, June 2, 2011 Town Board Approval June 7, 2011 Agreement Executed On or Before June 29, 2011 Operations Commencement July 1, 2011 11 3.0 EXAMINATION OF AGREEMENT DOCUMENTS, FAMILIARITY WITH THE WORK It is the responsibility of each Bidder before submitting a Bid to (a) examine tt3e Sample Operating Agreement and Agreement Documents thoroughly; (b) visit the site of the Town of Southold Transfer Station; (c) attend and be familiar with the outcome of the pre-bid conference (d) become familiar with conditions at the Town of Southold Transfer Station and Disposal Sites that may affect cost, progress, performance or furnishing of the work; (e) become familiar with and consider all federal, state and local laws, regulations ordinances, permits, approvals and orders that may effect the cost, progress, performance or fumishing of the work: (f) study and carefully correlate the Bidder's observations with the Agreement Documents; and (g) notify the Town Clerk of all conflicts, errors or discrepancies in the Agreement Documents. Reference is made to the following Appendices which contain supplemental information which is attached to and made part of the Agreement Documents: Appendix A: Sample Operating Agreement Appendix B: NYSDEC Part 360 Operating Permit Appendix C: Town of Southold Accident Report Reference is made to the Following information which is available for review by Bidders at the Town Clerk's Office during normal business hours - 8:00 A.M. to 4:00 P.M. Monday through Friday. i. Pending conceptual plans for the proposed Town of Southold Transfer Station. ii. Town of Southold Solid Waste Management Plan. This information is presented solely for the convenience of the Bidders and does not constitute part of the Agreement Documents. Bidders shall form their own conclusions and opinions from this information and shall confirm any information contained therein regarding facilities and equipment through site visits. The Town does not guarantee the accuracy of any information contained in these documents. Before submitting a Bid, each Bidder shall, at the Bidder's own expense, make or obtain any additional inspections, examinations, or 'studies and obtain any additional data and information which may affect cost, progress, performance or furnishing of the work and which Bidder deems necessary to determine its bid for performing and furnishing the work in accordance with the time, price and other terms and conditions of the Agreement Documents. The failure or omission of the Bidder to receive and examine any form, instrument or document, or make required inquiries and inspections, shall not relieve the Bidder from any obligation contained in the Agreement Documents. The Town will be justified in rejecting any claim based on facts or conditions of which the Contractor should have been cognizant. 12 The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Bid Solicitation, that without exception the Bid is premised upon performing and furnishing the work required by the Agreement Documents, and that the Agreement Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performing and furnishing the work. Bidders will be allowed to ask questions regarding the Bid Documents during the pre-bid conference to be held at: Town Hall 53095 Main Road Southold, New York 11971 4.0 4.1 4.2 INFORMATION TO BE SUBMITTED WITH PROPOSAL Contractual Bid For the purpose of assisting the Town in determining the responsible Bidders for this Bid Solicitation, the Bidder is required to submit the following minimum information with his bid: ii. iii. iv. Contractor Bid Form Bid Security or Bid Bond Information Schedules A through M as applicable Supplemental Information as described in 4.2 Supplemental Information In addition to the aforementioned forms, the Bidder is. required to submit the following supplemental information with his bid: Operational Plan: A plan describing the Bidder's assessment of the requested operation set forth in Exhibit M. This section shall be divided into the following subsections: o Haul A detailed summary of requirements for manpower, materials and supplies, mobile equipment, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. 13 ii. iii. iv. o Disposal A detailed summary of requirements of site capacity, useful life, hours and days of the week, operation, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. A copy of the current Permits to Construct and Permits to Operate shall be included. If the Solid Waste Disposal Site is located outside the State of New York, a copy of the current applicable laws and regulations governing the design, construction and operation of the Disposal Site shall additionally be included. Litigation: A section briefly describing any current litigation which in any way may affect the Bidder's operational capability of useful life of the Solid Waste Disposal Sites. Subcontractors: If the Bidder intends to use one or more subcontractors to complete any portion of the work, the Bidder must so indicate this intent in its Bid. The Bidder is advised that any Agreement awarded will be contingent upon the use of the subcontractor(s) so identified. In the event that the Bidder desires to change the number or identity of such subcontractor(s), the proposed change must be submitted to the Town for approval. No such change shall be made without the Town's approval. In addition, it is the policy of the Town of Southold to encourage the participation of Minority Business Enterprises (MBE's) and Women- Owned Business Enterprises (WBE's) on Town projects. For this reason, the Agreement will require Contractor to use its best efforts to include among its subcontractors MBE and WBE firms. In the event the successful Bidder intends to subcontract in excess of twenty-five percent (25%) of the work, the Bidder will be required to submit to the Town an MBE/WBE Utilization Plan acceptable to the Town prior to the Town's execution of the Agreement. Disposal Site Subcontractor: In the event the Bidder does not own the Disposal Site identified in its Bid, the Bidder shall furnish a statement, signed by an authorized representative of the Disposal Site, which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents. THE SUPPLEMENTAL INFORMATION REQUIREMENTS MAY BE SATISFIED BY INCLUDING A REFERENCE TO AN INFORMATION SCHEDULE (A-M) IF THE SCHEDULE PROVIDES THE INFORMATION REQUESTED AND IS INCLUDED IN THE BID. 14 5.0 5.1 5.2 6.0 6.1 BID FORMAT Binding The document(s) if bound shall be in a manner that will provide for easy evaluation access (to lie flat when opened). Printing on both sides of the sheets, provided a quality paper is Utilized that will prevent the type from showing through, is acceptable. Paper with substantial recycled content is preferred. Form Preparation Bids shall be submitted in the form described in this Bid Solicitation. All blank spaces for bid prices shall be properly filled in, in ink or typed, in both words and numerals for all bid categories required. In the event a price shown in words and its equivalent shown in figures do not agree, the written words shall be binding on the Binder. BIDS SHALL NOT BE QUALIFIED, MODIFIED, LIMITED OR RESTRICTED IN ANY WAY. In the event a specification is not applicable, it shall be so indicated. Incomplete bids may not be considered, depending on the nature of the missing information. SUBMISSION OF BID Each Bidder shall submit six (6) separate complete sets of his Bid which shall be enclosed in a sealed opaque envelope plainly marked on the outside with the title of the work and the name and address of the Bidder. No Bid will be considered unless filed on or before the time and at the place designated in the Notice to Bidders. Bids received after the time set for the opening will be returned to Bidders unopened. When sent by mail, preferably registered, the sealed Bid, marked as above, should be enclosed in an additional envelope similarly marked and addressed to: Office of the Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 Bids received prior to the time of opening will be kept securely unopened. No bid received thereafter will be considered. Withdrawal of Bids Any Bidder will be given permission to withdraw its Bid upon receipt of a properly notarized written request made no later than the time set for opening. At the time of opening of the bids, if such Bid is included, it will be returned to the Bidder unopened. No bid may be withdrawn after opening until execution of the Agreement or rejection of all bids as provided herein. 15 6.2 7.0 8.0 Questions & Addenda All questions about this Bid Solicitation must be submitted in writing to the following: Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 No alterations to this Bid Solicitation will be considered valid unless in writing and issued as Addenda. All such addenda shall become part of the documents and all Bidders shall be bound by such addenda, whether or not received by the Bidders All questions must be received at least ten (10) calendar days before bid opening in order to be answered. It shall be the Bidder's responsibility to make inquiries concerning any addenda issued. All addenda will be on file at the Town Clerk's office at least twenty-four (24) hours before bids are opened. The Town will not be bound by oral clarifications. BID GUARANTY Each Bid must be accompanied by a bid guaranty (Section C, Schedule 5.0.K), without condition or qualification, which shall be in the sum of one hundred thousand dollars ($100,000.00). The guaranty may be certified check, bank draft, money order, standard form irrevocable letter of credit, or a bid bond in the form attached. The bid bond shall be secured from a surety company authorized to do business in the State of New York as a surety. No Bid will be considered unless it is accompanied by the required guaranty, certified check, money order or bank draft must be made payable to the order of the Town of Southold. The bid bond shall name the Town as the obligee. Cash deposits will not be accepted. The bid guaranty shall ensure the execution of the Agreement and the furnishing of the surety bond or other required bonds by the successful Bidder, all as required by the Agreement Documents. All guaranties will be retumed within ten (10) days after the execution of the Agreement and required bonds insurance and other Agreement Documents are received from the successful Bidder. EXECUTION OF AGREEMENT/FURNISHING OF BONDS The successful Bidder, or its legally authorized representative, shall be required to appear in person within ten (10) days of the Notice of Award by the Town at the place and time designated by the Town to execute the Agreement and other Agreement Documents for Haul/disposal services. The successful Bidder shall, at its own cost and expense, procure, execute and deliver to the Town the following documents within ten (10) days of formal Notice of Award by the 16 Town. Performance Bond - A Performance Bond shall be in an amount of one million five hundred thoushand dollars ($1,500,000.00). This bond (as shown by example in Section C, Schedule 5.0.L), shall be maintained at the Contractor's own expense for the term of the Agreement. Failure or refusal of the successful Bidder to execute and/or deliver such bond within the time designated, shall constitute a breach of such Bidder of the Agreement created by the Town's acceptance of the bid. In such event, the Town may determine that such Bidder has abandoned the Agreement and the Town shall be entitled to take action for any and all damages it may suffer as the result of such breach. The Town's rights in this regard shall include but not be limited to a claim against the bid bond provided. The Town specifically reserves any and all other rights against the Contractor as a result of his failure to perform as required by these documents. 9.0 CONSIDERATION OF BIDS The Town of Southold reserves the right to reject any/or all bids for haul and disposal services if such action is deemed to be in the best interests of the Town. To be considered responsive to this Bid Solicitation, each Bidder shall: Provide equipment, labor, maintenance and management services to haul and dispose of solid waste from the Town of Southold Transfer Station to Contractor designated Solid Waste Disposal Site(s) as set forth in Section B - Bid Specifications. B. Reserve and provide a minimum available capacity of 15,000 tons (52 weeks/year) yearly, allowing for seasonal and other peak periods. Provide evidence of all current valid state and Federal permits, licenses, local ordinances, etc., required by law to receive solid waste at the designated Disposal Site(s). D. Provide evidence of physical and financial capability to p~rform services described in the bid specifications. 10.0 SELECTION OF CONTRACTOR Bids will be evaluated only if accompanied by the approved form of bid guaranty. Only bids solicited from firms or combinations thereof, who have sufficient management, engineering capabilities, operating, and maintenance experience to fulfill the Town's goals and comply with the applicable local, state, Federal laws, ordinances, regulations e.g. New York State Department of Environmental Conservation, Resource Conservation Recovery Act and Federal Environmental Protection Agency guidelines will be accepted. The Town will review the bids and make a selection recommendation based on the evaluation criteria included in this Bid Solicitation or take such other action as it deems in its best interest. 17 Any agreement awarded hereunder will be to the responsible Bidder whose Evaluation Unit Bid Price is the lowest. The Town of Southold reserves the right, in its sole discretion, to reject at bids submitted in response to this Bid Solicitation. 11.0 ACCEPTANCE OF BID The acceptance of a Bid will be a Notice of Award signed by a duly authorized representative of the Town, and no other act of the Town shall constitute the acceptance of a Bid. The acceptance ora Bid shall bind the successful Bidder to execute the Agreement and other Agreement Documents. 12.0 ASSIGNMENT The successful Bidder to whom any Agreement shall be let, granted, or awarded shall not assign, transfer, convey, sublet, or otherwise dispose of the Agreement or of his right, ritle, or interest therein or his power to execute such Agreement, to any person or corporation without the prior written consent of the Town. 13.0 LIMITATION OF FUNDS AVAILABLE 14.0 14.1 The Contractor specifically agrees that any Agreement shall be deemed executory only to the extent of the funds appropriated for the purpose of the Agreement and that no liability shall be incurred by the Town beyond the funds appropriated on the date of execution of the Agreement by the Town for the said purpose. INSURANCE AND BONDS Insurance For the period from Agreement commencement date until one (1) year after Agreement termination date, Contractor must maintain insurance acceptable to the Town in the kinds and amounts set forth below. All such insurance coverage, shall be provided by companies licensed to do business in New York State and the state in which the Disposal Site(s) is (are) located. The Town of Southold and its agent shall be named as an additional insured and coverage shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Within ten (10) days of the Notice of Award, Contractor shall furnish to the Town, certificates of insurance, in a form satisfactory to the Town Attorney, evidencing such insurance. The kinds and amounts of insurance are as follows: A. Contractor's Insurance - Insurance for liability for damage imposed by law of kinds and in the amounts hereinafter provided covering all work under the Agreement, whether performed by Contractor or his subcontractors. The kinds and amounts of insurance are as follows: 18 (1) Worker's Compensation Insurance - A Policy covering the operations of the Contractor in accordance with the provisions of Chapter 41 of the Laws of 1914 as amended, known as the Worker's Compensation Law, covering all operations Of the Contractor, whether performed by him or by his subcontractors. The Agreement shall be void and of no effect unless the person or corporation making or executing same shall secure compensation coverage for the benefit of, and keep insured during the life of said Agreement such employees in compliance with provisions of the Worker's Compensation Law. (2) General Liability (Comprehensive Form) Insurance - Contractor's liability insurance issued to and covering legal liability of the Contractor with respect to all work performed by him under the Agreement. The following insurance coverage shall be included: (a) Independent Contractor's Protective Liability - Covering work performed by subcontractors. (b) Completed Operations or Product Liability. (c) Contractual Liability. (d) Broad Form Property Damage (e) Personal Injury. NOTE: If any of the rating classifications embody property damage exclusions C or U, coverage for eliminating such exclusions must be provided. Coverage for the above will be required in not less than the following amounts: SINGLE LIMITS OF LIABILITY: AGGREGATE LIMITS OF LIABILITY: $1,000,000.00 $10,000,000.00 (3) Automobile Liability Insurance - Policy shall include coverage for all owned as well as non-owned and hired vehicles, and limits shall not be less than the following amounts: BODILY INJURY LIABILITY Aggregate: $3,000,000.00 Each Person Each Occurrence $1,000,000.00 PROPERTY DAMAGE LIABILITY Aggregate: $3.000,000.00 .Each Occurrence $1,000,000.00 19 14.2 Bonds Prior to the execution Of the Agreement. the successful bidder shall furnish to the Town a Performance Bond wherein the named obligee is the Town of Southold. The Performance Bond's purpose is to secure the faithful performance of the Agreement. The bond' amount shall be set forth in Section A-8.0. The bond shall be executed by a surety company approved by the Town authorized to do business in the State of New York and with an office or representative in Suffolk County, New York. The form shall be acceptable to the Town of Southold and shall have a term through the completion of services. As an a alternative to the Performance Bond, the successful Bidder may furnish a certified check, bank draft, money order, or a standard form irrevocable letter of credit, certified check, bank draft or money order must be made payable to the order of the Town of Southold. The standard form irrevocable letter of credit shall be in a form acceptable to the Town of Southold. In the event the Contractor secures a Performance Bond from any of its subcontractors, said bond shall also name the Town of Southold as a dual obligee. Should the Town designate another public or private gent of contract administrator, the same or others shall be added as additional named obligee at no added costs to the Town, upon written request from the Town. 15.0 INDEMNITY (HOLD HARMLESS) Contractor shall agree to defend, indemnify and save harmless the Town against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the carrying out of or the performance of the terms of such Agreement, or the failure to carry out any of the revisions, duties, services or requirements of such Agreement, whether such losses and damages are suffered or sustained by the Town directly or its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of the Contractor's employees and agents who may seek to hold the Town liable therefor. This indemnity shall include any and all claims, penalties or other losses or damages incurred by the Town as a result of enforcement or other proceedings by Federal, state or local government agencies relating to Contractor's Disposal Site(s) operation. This obligation shall be ongoing, survive the term of the Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments. The Bidder agrees to join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's fights hereunder, including all necessary appeals which may be necessary, in the opinion of the Town. 20 16.0 PAYMENTS 17.0 18.0 Contractor shall receive monthly payments for services performed during the prior calendar month upon submission of an invoice (with a Town voucher) that shall contain an itemized list of municipal solid waste haul trips from the Town of Southold Transfer Station including the tonnage of municipal-solid waste and the manifest number for each load of municipal solid waste removed. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. Contractor's monthly invoice shall include a daily summary of tonnage received by Contractor at the' Transfer Station. The Town shall be entitled to deduct from any payment owing to Contractor any sums expended by the Town to cure any default or other non-compliance by Contractor. DEFAULT In the event the Contractor fails to perform its obligations under the Agreement, the Town may terminate such Agreement, and the Town may procure the services from other sources and hold the Contractor responsible for any excess costs incurred and deduct from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to the expiration of the term in force (i.e., by January 1,2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to terminate the Agreement at any time after Year Two (i.e., after June 30, 2013) of the Agreement for the purpose of entering into an inter-municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. 19.0 SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit' status of its Disposal Site. In the event that Bidder wishes to submit a bid for a Disposal Site for which Bidder does not currently have all necessary federal and state permits, Bidder shall at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing to the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. This is a full service Agreement and failure of the successful Bidder to provide the identified Disposal Site or acceptable altemntive Disposal Site, on or after the commencement date for services under the Agreement Documents awarded hereunder shall constitute a breach of this Agreement. The Bidder accordingly shall not be excused from it obligations 21 hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. 20.0 SUBCONTRACTS In the event Bidder does not own the Disposal Site identified in its bid prior to execution of the Agreement, Bidder shall: (1) furnish to the Town a copy of the signed Agreement between Bidder and the Disposal Site Contractor which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents; (2) require the Disposal Site Contractor to furnish to Contractor and the Town a performance bond guaranteeing the availability of the Disposal Site throughout the term of the Agreement; (3) require the certificates Contractor to provide insurance naming the Town as additional insureds on all policies maintained by Contractor. 21.0 RIGHTS AND OPTIONS The Town of Southold, New York, reserves and holds at its discretion the following rights and options upon issuing this Bid Solicitation: To award an Agreement to the candidate whose bid is judged to be the lowest responsible bid pursuant to Section 103 of the General Municipal Law of the State of New York. 2. To reject any and/or all bids. 3. To issue subsequent bid solicitations. 4. To issue additional and subsequent solicitations for statements of qualifications and conduct investigations or interviews with respect to the qualifications of each Bidder. 5. To designate another public body, private or public agency, group, or authority to act in its behalf for evaluation and Agreement negotiations. 6. To designate another public body, private or public agency, group, or authority to act in its behalf for contract administration of this project at any time during the Agreement period. 22 SECTION B BID SPECIFICATIONS (TECHNICAL/MANAGEMENT) SECTION B BID SPECIFICATIONS 23 TECHNICAL/MANAGEMENT 1.0 REQUIREMENTS This request for bids is issued for the Town of Southold, State of New York, Town Hall, 53095 Main Road, Southold, New York, 11971 (Telephone (516) 765-1800) The effort, shall be known as the Town of Southold Solid Waste Transport and Disposal Service. The Town of Southold desires to issue an Agreement with a qualified Contractor to haul and dispose of a portion of its Solid Waste. The Town will need to dispose of approximately 10,000 tons of solid waste during the agreement years The Contractor will ensure the Town that solid waste will continue to be; 1 ) hauled from the Town of Southold's transfer Station to disposal site(s), and; 2) disposed at permitted disposal ~cLAD4 . site(s). The following general services are sought in this request: ~b~ · HAUL Provide equipment, labor, maintenance, management and policies to operate a transportation system for hauling solid waste from the Town of Southold transfer Station to Contractor designated disposal site(s) as set forth herein. Transportation equipment shall be in accordance with New York. State Department of Transportation, Interstate Commerce Commission, United States Department of Transportation, as defined in the Code of Federal Regulations, or other applicable state and federal regulatory requirements. · Disposal Reserve capacity and provide equipment, labor, maintenance, management and policies to receive and dispose of solid waste from the Town of Southold Transfer Station as set forth herein. The Contractor's New York State Solid Waste Disposal Site(s) must be in compliance with all State of New York Department Of Environmental Conservation% and U.S. Government% Regulatory requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. Disposal Sites outside New- York State shall be permitted by applicable local, state and Federal laws including RCRA and Subtitle D and regulations deemed by the Town to be no less protective of the environment than those outlined in this specification. Disposal alternatives that will be considered include land disposal, incineration, composting, etc., as long as they comply with regulatory requirements and environmental standards. 24 2.0 PROGRAM GOALS AND OBJECTIVES The goal of this project is the continued safe and reliable hauling and disposal of the solid waste materials from the Town Of Southold Transfer Station at minimum cost to the citizenry. It is also the objective of the Town of Southold to ensure that the haul-disposal operations proceed according to the provisions of this document and subsequent agreements/amendments are upheld. 3.0 POTENTIAL REGULATORY AND OPERATIONAL CHANGES 4.0 During the term of the Agreement, there may be a number of regulatory and operational changes which may affect the quantities and types of solid waste received at the Town of Southold Transfer Station and delivered to the Disposal Site; the manner in which solid waste is handled by the Town prior to the loading of waste for transfer; and the equipment maintained and used by Town forces in the handling of waste to be transferred. This Agreement will not provide any guarantees with respect to the volume of waste to be hauled and/or disposed of by Contractor or the specific operational techniques and/or equipment to be employed by the Town in the handling of waste at the Town transfer station. The Town reserves the right to designate another public body, private or public agency, group or authority to act in its behalf for administration of the Agreement at any time during the term of Agreement. CHARACTER OF THE SOLID WASTE The wastes which are to be hauled and disposed of under terms of this bid solicitation are to include typical municipal wastes from a rural community. This will include all waste types gengrated in private households, and, therefore, can include broken furniture, small appliances, and other wastes generated in a private home or apartment as allowed under 6NYCRR Part 360- 1.2(a) regulations and the Garbage, Rubbish and Refuse Law, Chapter 48 of the Code of the Town of Southold. Commercial waste may also be included in the solid waste stream. It may include any waste which is typically disposed of in dumpster or roll-offtype container boxes at restaurants, small businesses, light industries, hospitals, office buildings etc. It should not include any wastes covered by special waste permits Such as pathogenic or hazardous materials, but the Town cannot guarantee that the waste stream does not contain same. Special costs associated with handling noncompliance loads will be compensated under Forced Accounting (Appendix A-9). 25 4.1 5.0 5.1 Quality and Characteristics The Town Of Southold's historical solid waste quantities and characterization data are Available upon request. MSW Tonnage disposed in under contract in 2006 totaled approx. 9,000 tons. Bidders are cautioned that actual quantities may differ significantly from these data. Recycling programs may affect the quantity and characteristics of the waste received at the Town of Southold Transfer Station. If the Contractor discovers any non-compliance waste (hazardous, regulated medical or special wastes), the Contractor shall notify the Town and dispose of [he noncompliance waste in accordance with local, state and Federal regulations. Compensation for such waste disposal services shall be provided for under Forced Accounting (Appendix A-9). The Town makes no specific representations in the foregoing disclosure. PROGRAM ACTIVITIES Collection The Town of Southold Transfer Station is open 7 days a week, except holidays, from 7:00 A.M. to 5:00 P.M. The Contractor will be expected to collect and remove solid waste from the Transfer Station during the following hours: Monday through Friday 7:00 A.M. to 4:00 P.M. The Transfer Station is closed on the following holidays: New Year's Day Martin Luther King Day President's Day Easter Sunday Memorial Day Independence Day Labor Day Columbus Day Election Day Veteran's Day ½ Thanksgiving Eve Thanksgiving Day ½ Christmas Eve Christmas Day ½ New Years Eve The Contractor must make transfer containers available for loading seven days a week. if requested, between 7:00 A.M. and 4:00 P.M. Removal of waste on Sundays is not always required. The Contractor will be expected to provide enough containers to empty the Transfer Station tipping floor on a daily basis, delivery and staging of an adequate number of containers for this purpose will be coordinated with Transfer Station Staff as needed. 26 5.2 Loading Mode The Contractor shall fully prepare transfer containers for loading, including assuring that container covers or empty containers are left open. [SEE NOTE AT END OF SECTION 6.3.] Solid Waste will be loaded by the Town at its Transfer Station using a front end wheel loader. After loading, Contractor will bring transfer containers to the Town's truck scales for weighing to prevent overloading and to document haul and disposal tonnages. Contractor will then cover (tarp) his load prior to leaving the site. If required by any local, state or Federal regulations or law, the contractor shall provide sealed containers for loading. This service shall be at the Contractor's expense and included in the unit price bid. 5.3 Town Of Southold Accident and Damage Policy 5.4 6.0 6.1 The Contractor shall be required to prepare an Accident Report (See Appendix C) Of any accidents and/or damage that occur while performing services under the term of the Agreement. The Town of Southold shall immediately be notified of any major occurrences such as bodily injury of structural damage to the Town's Transfer Station. An Accident Report will be submitted to the Town within twenty-four (24) hours containing the date, time, location, and complete description of all incidents. The offending Parts or representative/e thereof shall also be recorded and required to sign the accident/damage report prior to departing the Town of Southold Transfer Station. All accident and/or damage reports will be included in reports to the Town NYSDEC Part 360 Permit to Operate The Town Of Southold operates the Transfer Station under a New York State Department of Environmental Conservation (NYSDEC) Part 360 Permit to Operate. A copy of NYSDEC Permit is included as Appendix B. HAUL SERVICES For Solid Waste Haul-Disposal Services-Agreement, the following services will include the tasks, responsibilities and performance required as outlined herein. Transport Mode The Town will consider a transportation mode of truck or truck and rail under this solicitation. 27 6.2 6.3 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items without limitations, to maintain a reliable haul services operation in a mariner that will meet the needs of the Town of Southold. · Management and operation of a fleet of truck and/or rail containers to accommodate the transport of solid waste from the Town transfer Station to Solid Waste Disposal Site(s) in accordance with all local, state, and Federal regulations. [SEE NOTE AT END OF SECTION 6.3.] · Financial liability and maintenance responsibility of transport equipment, i.e., dump trailers, transfer trailers bulk material containers, vehicles, personnel and services for open-top loading solid waste hauling activities· · Coordination of haul services with disposal services. Equipment The Contractor shall provide reliable refuse handling and other essential ancillary equipment, along with personnel to operate and maintain a reliable haul services system in a manner that will satisfy the needs of the Town of Southold. The minimum level of haul services equipment acceptable to the Town to support the haul operation includes open-top trailers and bulk material containers. The Contractor will supply additional open-top trailers and containers, etc. UNDER THIS SOLICITATION, THE TOVqN WILL REQUIRE THE CONTRACTOR TO STAGE AN ADEQUATE NUMBER OF TRANSFER TRAILERS TO ACCOMMODATE THE ANTICIPATED WASTE STREAM COMFORTABLY· While the Town will not dictate the exact number of trailers to be placed, typically, this means the Contractor will need to plan on having three (3) or four (4) trailers at the Transfer Station at any given time. The contractor must assure the Town that an adequate reserve supply of equipment exists to haul and dispose of the daily and seasonal solid waste including unpredictable surges or delays due to inclement weather and that transport equipment storage requirements will meet the Town of Southold Transfer Station requirements. Each bidder is therefore responsible for familiarizing itself with the Town of Southold Transfer Station site. solid waste, etc., to assure equipment compatibility. Transport equipment used at the Southold Town Transfer Station may be open-top bulk material containers, dump trailers, roll-off containers or open-top transfer trailers, provided that all such equipment is suitable for convenient loading given existing configurations of the Town of Southold Transfer Station· All Transport equipment, including equipment involved in any interim transfer operation (i.e., any transfer of Southold Town MSW into other vehicles/containers prior to disposal) shall be: 1) Registered with the State of New York Department of Motor Vehicles or equivalent agency; 2) designed to preclude spillage of waste; 3) loaded 28 6.4 6.5 7.0 within their design capacity and New York State Department of Transportation regulations; 4) well maintained in good working order. Corroded defective, bent, deformed or punctured trailers, roll-off boxes, or other containers of waste materials shall not be utilized at any time. Suitable covers shall be provided and used while transporting solid waste in open-top transport equipment. The bidder shall clearly indicate [he quantity and type of transport equipment/vehicles it plans to use, their availability date, state of repair, and that such units are compatible with the Town of Southold Transfer Station scales and New York State DOT regulations, United States Department of Transportation, as defined in the Code of Federal Regulations or equivalent. The Contractor will promptly remove from use any transport equipment/vehicle that does not conform with these requirements and replace it with an acceptable unit. The Contractor shall maintain its own off-site maintenance shop facilities for servicing the transport equipment and vehicle fleet, unless it elects to subcontract for these services. No major maintenance may be done at the Town of Southold Transfer Station site. NOTE: In the course of this Agreement, the Town may, at its discretion, provide 1 or more transfer trailers for use by the Contractor. The Town warrants that any such equipment provided would be compatible with hauling vehicles (tractors) generally standard in the waste hauling industry. In the event that the Town wishes to provide such equipment for use by the Contractor, the Contractor together with the Town shall develop an addendum to this agreement governing such use. Weighings The Town of Southold will provide certified weighing at the Town of Southold Transfer Station. The Contractor will accept these weights for invoicing purposes. All weights will be generated on current certified weigh scales. Routing Mode - Contractor's Responsibility Contractor will have the right to select the route(s) for travel from the Town of Southold transfer Station to the Disposal Site(s). Contractor warrants and guarantees that, in selecting and utilizing such route(s), Contractor will insure that it is not violating any applicable motor vehicle height (overpass clearance), motor vehicle weight restrictions, local ordinances or Interstate Commerce Commission regulations. Contractor will indemnify and hold the Town harmless from any claims, fines and other damages assessed upon or incurred by the Town as a result of any violations of applicable restrictions or regulations relating to the routes traveled by the Contractor. DISPOSAL SERVICES PROGRAM ACTIVITIES For Solid Waste Haul-Disposal Service Agreement, the following disposal services will 29 include the tasks, responsibilities and performance requirements as outlined herein. 7.1 7.2 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items, without limitations, to maintain a reliable disposal services operation in a manner that will meet the needs of the Town Of Southold. · Liability insurance, performance and payment bonds. · Safety equipment. Operational Capacity The bidder shall identify in its proposal, the following information: · Disposal Site capacity· · Flexibility of Disposal Site capacity to allow for seasonal variances in waste generation and sufficient to permit service in the tonnages bid. · Hours and days of the week that the designated Disposal Site will be open for receiving solid waste from the Town of Southold, including weekends, holidays and special closure periods. 7.3 Permit Requirements Throughout the term of Agreement that may result from this Bid solicitation, the Contractor must maintain all current and valid local, state and Federal permits, licenses, or other authorizations, (either temporary and permanent) which are required by law to receive solid waste at any and all Disposal sites designated by the bidder· Because of the varying terms of Solid Waste Disposal Site permits, it is possible that a permit will expire during the term of Agreement. The responsibility of obtaining and/or renewing a permit to operate is solely upon the Contractor. In the event a Contractor fails to maintain or obtain any necessary current and valid local state and Federal Permits., licenses, or other authorizations, allowing the lawful use of its designated Disposal Site then the Contractor will be solely responsible for obtaining the utilization of an alternate Solid Waste Disposal Site at no additional cost to the Town including any additional hauling cost because of the location of the alternate Disposal site· Under no circumstances shall such a change in Disposal Site or failure or inability to obtain permits by the Contractor be considered a change in conditions, in the event the Contractor is unable to find an alternate Disposal Site, it shall be deemed to be in default of the Agreement and liable for damages, bonds forfeitures and other expenses as 30 provided in the Agreement. In the event the individual and/or entity submitting a bid in response to this bid solicitation is not the individual and/or entity named as the permit holder on any necessary current and valid local, state or federal permits, licenses or other authorizations, required by law to receive solid waste at any disposal site designated by the bidder or any alternate disposal site, the bidder is required to provide satisfactory evidence to the Town of Southold of a binding contractual relationship between the bidder and the permit holder which provides the bidder with the irrevocable right to utilize the solid waste disposal site during the term of Agreement, or portion thereof, in a manner which is in complete compliance with this bid solicitation and the bidder's bid submission. The agreement between the bidder and the permit holder shall include provisions that: Provide Town with the right to discuss operational matters with the permit holder whenever necessary. Require the permit holder to comply with directives of the Town which are consistent with and pursuant to the Agreement which shall result from this bid solicitation. 7.3.1 Disposal Sites Inside State of New York The Contractor's Solid Waste Disposal Sites, if located within the State of New York, must be in compliance with all State of New York Department of Environmental Conservation's and U.S. Environmental Protection Agency regulators requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Site must have valid construction and operating permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. Disposal alternatives that will be considered include land disposal, waste to energy (incineration), composting, etc., as long as they comply with all the above governing regulators requirements and environmental standards. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. No Disposal Site shall be acceptable unless it poses no significant threat to the environment and its design, construction and operation complies with all applicable laws. 7.3.2 Disposal Sites Outside State of New York The Contractor's Solid Waste Disposal Sites, if located outside the State of New York 31 must be in compliance with all the applicable local, state and Federal laws and regulations and U.S. Environmental Protection Agency regulatory requirements, e.g. Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Sites must have valid construction and operation permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. If the Solid Waste Disposal Site is a landfill, it must comply with the following minimum standards: · Liner System. All proposed landfills under the Agreement shall be provided with at least a single liner system to restrict the migration of leachate and prevent pollution of underling soil or groundwater. Liner systems shall consist of low permeability soil admixtures, clays or synthetic materials. Liners are at a minimum to consist of materials having a demonstrated hydraulic conductivity and chemical and physical resistance not adversely affected by waste emplacement or sanitary landfill leachate, including synthetic geo-membranes and soils such as clay or other semi-impervious admixture. Liner systems may consist of an impervious liner composed of at least two feet of clay with demonstrated hydraulic conductivity of lx 10-> cm/sec or a synthetic single lining system of a thickness of at least 60 mils. Thicknesses down to 40 mils may be acceptable for composite liners which include impervious clay. Foundation: The proposed landfill shall be designed and constructed on an appropriate foundation which provides firm, relatively unyielding planar surfaces to support the liner system and which is capable of providing support to the liner and resistance to the pressure gradient above and below the liner resulting from settlement, compression or uplift. Leachate Collection: The proposed landfill shall be equipped by a leachate drainage and removal system. The leachate drainage system-shall consist of collection pipes and a drainage layer. The system shall be designed to ensure that the leachate head on the liner does not exceed one foot at any time. A leachate removal system shall be provided to remove leachate within the drainage system to a central collection point for treatment and disposal. Leachate Treatment and Disposal: Leachate shall be treated and disposed of in accordance with all applicable taws, including applicable pretreatment standards and discharge limitations. Gas Collection and Venting: The proposed landfill shall be equipped with a suitable gas collection and/or venting system which complies with all air pollution requirements and other applicable laws. 32 7.4 8.0 Surface Drainage Systems: The proposed landfill shall be designed with an appropriate surface drainage system which isolates the landfill from adjacent surface water drainage in a controlled manner, as well as controlling mn-off from the landfill itself. Monitoring System: The proposed landfill shall be equipped with appropriate systems to monitor groundwater quality, gas production, leachate volume, quantity, slope and settlement status. The number and location of ground water monitoring wells shall be sufficient to define and detect any potential migration of contaminants. However, no fewer than one up-gradient monitoring well and two down-gradient monitoring wells shall be provided in any event. A regular sampling and analysis program shall be in place to verify that no groundwater contamination results from the landfill. Closure: The proposed landfill shall have in place a written closure plan which conforms to applicable taws and standard industry practice. The closure plan shall, be designed to insure that contamination does not spread from the landfill during) the post closure period. Bidder must clearly specify their intended disposal alternatives and support same with copies of appropriate experience, site location, permits, agreements et al., as outlined in this bid solicitation. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. The Contractor shall l~e solely and completely Responsible for any and all liability relative to contractor's failure to dispose of solid waste at an approved site. Weighings The Town will compensate the Contractor for waste material hauled and disposed of on a net tonnage basis (short tons = 2000 pounds). The certified weighings will be made at the Southold Town Transfer Station. The Disposal Site will accept these weights for invoicing purposes. Alt weights will be generated on current certified weigh scales. In the event of any dispute over differences in net weights between the Town and Disposal Sites scales and weight records, the Town may make payment upon the weight it deems to be most correct, until the dispute is reconciled. Any claims for differences must be filed in writing within sixty (60) days of occurrence or the Town's calculation shall be deemed final and binding between the parties. SAFETY AND HEALTH REGULATIONS The Contractor shall comply with all current Federal Department of Labor, Safety and Health Regulations under the Occupational Safety and Health Act, 1972 (PL 91-596) and Section 107, Agreement Work Hours and Safety Standards Act (PL 91-54). Specific consideration shall be given, but not limited to the following major areas: 33 Maintenance safety procedures - guards and Shields on dynamic equipment, guards, railings, electrical lockouts, vehicle wheelblocks, audio vehicle backup alarms, vehicle wheel chocks, etc. Employee safety orientation, education, teaching, first-aid training, cardiopulmonary resuscitation, etc. Noise and dust control, ear protection, respirators, hard-hats, safety shields, glasses, protective clothing, sanitary facilities, etc., Fire and explosion preventions, control, equipment (fire blankets, extinguishers, first aid hoses, etc.) and personnel escape alternatives. e. Traffic flow control patterns. Accident or injury reporting system (the Town shall received copies of al reports and immediate verbal notification). g. Employee health safeguards. h. Mechanic's lien safeguard against work interference. The Contractor shall comply with all local, state and Federal regulations, laws and Statutes, which apply to the work and to safety in particular. The Contractor shall comply with New York State Department of Labor current requirements. The Contractor shall be solely and completely responsible for operational safety during performance of the Agreement. The obligation exists twenty-four (24) hours a day, each and every day throughout the term of the Agreement. The Town of Southold shall not have any responsibility for means, methods, sequences of techniques selected by the Contractor for safety precautions and programs, or for any failure to comply with laws, rules, regulations, ordinances, codes or orders applicable to the Contractor furnishing and performing the services under the terms of the Agreement. 9.0 OPERATIONS AND PROCEDURES The Contractor will be required, prior to commencement of operations, to provide the following operational plans to the Town for review and acceptance. Revisions, modification's, and updates shall be forwarded to the Town throughout the term of the Agreement. Organization persoimel and structure, showing the chain of command, names and telephone numbers and staffing requirements. 34 9.1 · Operational plan o shifts, hours, etc. Safety, disaster, and emergency procedures. Transportation plan, including available transport equipment, vehicle fleet and reserve capabilities· Inclement Weather Plan - This shall describe the bidder's plan should inclement weather alter normal daily operations as described in the bidder's operations plan. The inclement weather plan shall include hauling operations and disposal operations. The bidder's means of assessing inclement weather conditions (weather and road conditions), method of reporting to the Town and the alternatives shall be described. Supporting Data In the event the Town requires any information in support of Town held licenses and permits at the Town, County, State and Federal level, the Contractor will be required to furnish all licenses, permits and inspection reports regarding equipment and disposal sites which may be required by Town, County, State or Federal law. In the event the Contractor requires any information in support of Contractor held licenses and permits at the Town, County, State and Federal level, the Town will cooperate in furnishing such information as it applies to the Southold Town operations· Operating (hauling and disposal) records shall be considered essential to the operation. The Contractor shall keep these data in an organized fashion that allows for easy retrieval and analysis. The Town, or its designee, may upon 24 hours notice inspect the contractor's records. Such records shall he kept, available by Contractor for a period of two (2) years after termination of this Agreement. In the event the Town requires additional .information for reporting purposes, the Contractor will supply same. The Town, or its designee, may call upon the Contractor at anytime for an oral review of any technical matter. The Contractor shall file and update the following information as specified herein. .Items Haul Equipment (Schedule H) Haul Accident Report (Appendix C) Disposal Accident Reports Licenses, Permits and Inspection Reports Part 360 Permit All Bid Information Schedules Due as changes occur on occurrence on occurrence on occurrence as changes occur as changes occur 35 SECTION C CONTRACTOR BID FORM SECTION C TOWN OF SOUTHOLD SOLID WASTE HAUL-DISPOSAL SERVICES CONTRACTOR BID FORM 1.0 INTENT The undersigned hereby recognizes that these documents are complementary and are intended to provide for uniformity in bid evaluations. The formal Agreements resulting from this Bid Solicitation shall be in a form provided by the Town. These documents are intended to depict complete Solid Waste Haul-Disposal Services Agreement and therefore any discrepancies contained in the documents, of the omission bom the documents of express reference to any work which obviously was intended under the Agreement, shall not excuse or relieve the Bidder from furnishing the same. No oral statement shall in any manner or degree modify of otherwise affect the terms of the Agreement. Work or materials described in words which have a well known technical or trade meaning, shall be interpreted by such meaning. 2.0 GENERAL BID. STATEMENT TO: TOWN OF SOUTHOLD STATE OF NEW YORK 53095 MAIN ROAD SOUTHOLD, NEW YORK 11971 Gentlemen: The undersigned Bidder has carefully examined the forms and content of the Bid Solicitation, including notice to bidders, bid bond, sample operating agreement, performance bond, certificates of insurance, general conditions, bid specifications, and addenda, has familiarized itself with the sites of work, and hereby proposes to furnish all necessary services, permits, labor, materials, equipment, vehicles, and tools required to perform and complete the work in strict accordance with all of the bid documents written by or on behalf of the Town of Southold for this project. 37 The undersigned Bidder agrees to abide by all conditions stated, intended, or implied both particularly and generally by the terms of this Bid Solicitation, the Agreement to be provided by the Town, and the unit price Bid herein stated. 1. The Undersigned Bidder also agrees as follows: FIRST: If this bid is accepted, to execute the Agreement and fumish to the Town a satisfactory performance bond, and insurance all within ten (10) calendar days. SECOND: To begin Solid Waste Haul-Disposal services operations on the commencement date of any Agreement awarded hereunder, having completed all necessary prior preparations of operational pla~ing, personnel hiring, equipment procurement, subcontractor contractual agreements, and ancillary facilities, etc.; to assure a smooth and orderly acceptance of these duties. THIRD: To pay the Town any and all damages it may incur as a result of the Contractor's failure to 'perform all acts necessary to the execution of the Agreement as provided in the Bid Solicitation. It is recognized and agreed that the Town has the unconditional right to utilize the funds provided by the bid bond posted by the Bidder as a means of obtaining indemnification or, payment of such damages. FOURTH: as follows: During the performance of this Agreement, the Contractor hereby agrees The Contractor shall not discriminate against any employee or applicant for employment because of age, race, creed, color, sex, marital status, national origin, physical disability, and shall take affirmative action to ensure that they are afforded equal employment opportunities without discrimination because of age, race, creed, color, sex, marital status, national origin or physical disability. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination, rates of pay, or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The Contractor shall comply with the provisions of Sections 290 through 301 of the Executive Law, Shall furnish all information and reports deemed necessary by the State Commission for Human Rights under these nondiscrimination clauses and such sections of the Executive Law, and shall permit access to his books, records, and accounts by the State Commission for Human Rights, the Attorney General. and the Industrial Commissioner for purposes of investigation to ascertain compliance with these nondiscrimination clauses and such sections of the Executive Law and Civil Rights Law. This Agreement may be forthwith cancelled, terminated, or suspended, in whole or in part, by the Town upon the basis of a finding made by the State Commission 38 for Human Rights that the Contractor has not complied with these nondiscrimination clauses, and the Contractor may be declared ineligible for future Agreements made by or on behalf of the state or public authority or agency of the state, until he satisfies to the State Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these nondiscrimination clauses. Such findings shall be made by the State Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these nondiscrimination clauses and after verified complaint has been filed with the Commission, notice thereof has been given to the Contractor, and an opportunity has been afforded to him to be heard publicly before three members of the Commission. Such sanctions may be imposed and remedies invoked independently or in addition to sanctions and remedies otherwise provided by law. No laborer, workman or mechanic in the employ of the Contractor or subcontractor shall be permitted or required to work more than eight hours in any one calendar day, or more than five days in any one week except as otherwise provided in Labor Code Section 220. The Contractor shall include the provisions of clauses (a) through (e) in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within the State of New York. The Contractor will take such action in enforcing such provisions of such subcontract or purchase order as the Town may direct, including sanctions and remedies. FIFTH: By submission of this bid, the Bidder and each person signing on behalf of any Bidder certifies, and in case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury that to the best of his knowledge and belief: The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor. bo Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor. No attempt has been made nor will be made by the Bidder to induce any other person, parmership, or corporation to submit or not to submit a bid for the purpose of restricting competition. The undersigned also declares that it has or they have carefully examined the Bid Solicitation requirements and sample operating agreement and that it has or they have personally inspected the actual location of work, together with the local sources of 39 supply, has or have satisfied itself or themselves as to all the quantities and conditions, and waives all rights to claim any misunderstanding, omissions or errors regarding the same which such inspection and observation would have disclosed. The undersigned fmther understands and agrees that it is or they are to furnish and provide in return for the respective Evaluation Unit Bid Price, all the necessary materials, machinery, vehicles, implements, tools, labor services, and other items of whatever nature, and to do and perform all work necessary under the aforesaid conditions, to complete operations of the aforementioned Solid' Waste Haul-Disposal Services operations in accordance with the Bid Solicitation requirements, which requirements are a part of this response, and that it or they will accept in full compensation therefore, the compensation provided for in Section C-3. The undersigned submits herewith a bid guaranty within the form provided by the applicable bid documents in the amount of $100,000.00 for any option or combination thereof. In the event this proposal is accepted, and the undersigned fails, within ten (10) calendar days after date of receipt of Notice Of Award from the Town to execute and deliver an Agreement in the form provided by the Town or fails to execute and deliver evidence of proper insurance coverage and performance bond in the amounts required and in the prescribed form within ten (10) days after Notice of Award, the bid guaranty Shall be forfeited and be retained by the Town toward the satisfaction of liquidated damages and not as a penalty. Otherwise, the total amount of bid guaranty liquidated will be retumed to the Bidder. The undersigned acknowledges the receipt of the following addenda, but it agrees that it is bound by all addenda whether or not listed herein and whether or not actually received, it being the Bidder's responsibility to receive and have knowledge of all addenda. /X] }q ADDENDUM NUMBER AND DATES Number 1 - Dated: Number 2 - Dated: Number 3 - Dated: Number 4 - Dated: Number 5 - Dated: The Bidder has completed the Contract Bid Form and Unit Price Schedules in both words and numerals in accordance with these bid requirements. 40 3.0 UNIT PRICE BID SCHEDULE SOLID WASTE HAUL-DISPOSAL SERVICES SOUTHOLD TOWN, NEW YORK 3.1 COMPENSATION The undersigned hereby submits the following price bid to furnish Solid Waste Haul- Disposal Services, to Southold Town, New York for the terms '~J~$ h through t, 2 ~ ~ ) /~ HAUL-DISPOSAL SERVICES The Haul-Disposal Service applicable unit price per ton for agreement year ONE ¢/~ .. ~',-,~ cents ($ 6 g. ~--~"~ ). (C1) The Haul-Disposal Service applicable unit price per ton for agreement year TWO ~t- ~,~t cents($ ~ ~, ~ ).(C2) ~e Haul-Disposal Se~ice applicable ~it price per ton for a~eement OPTION ye~ O~ is ~/.*~5~ ~ q doll~s~d ~¢ _ ~/' ~ cents ($ ~ q. ~0' ). (C3) dollars and dollars and The Haul-Disposal Service applicable unit price per ton for agreement OPTION year TWO is -~', ,~4~ - ,~, '~ ~- dollars and /,aU v,.,.b~ - ~',~, (o cents ($_ {~ ~, ~5 ). (C4) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year THREE is _~Jcj ~t~,~ -~ - dollarsand ~i .,~. - ~;~t{ cents (* 0 ~ ~[ ).(CS) 41 3.2 EVALUATION UNIT BID PRICE FORMULA Evaluation Unit Bid Price = (C1)10,000+(C2)10,000+.5(C3)10,000+.5(C4)10,000+.5(C5)10,000 35,000 tons EvaluationUnitBidPfice=$ ~, 7I' ~',,~-ty -r~t*e _00tl.~,~' ~.*~, '[~rnk/-x~l The evaluation unit hid price formula is designed to evaluate the option years (i.e., years three through 5) at 1/2 the evaluate of each of the first two (2) years. Bidder: ~ ;~3~,~ Firm-Corporation' Authorized Representative Address Date 4.0 BID SECURITY ACKNOWLEDGEMENT I have attached the required bid security to this bid. 5.0 INFORMATION SCHEDULES I agree to furnish and include the following information schedules in addition to the information submitted with this proposal, as a part of this bid: Ao Certification that the Bidder does not currently owe taxes, or other outstanding funds, or have pending or is currently involved in any litigation-involving the Town of Southold, State of New York (Schedule A, attached hereto). Location and address of the Bidder's main office and the main office of parent companies (if applicable) and Certified Statements of Ownership (Schedule B, attached hereto). Co Identification of Surety Company and its Agent. and written certification from the Surety verifying the bond specified herein will be provided (Schedule C, attached hereto). Identification of al! currently registered parent bidding subsidiary corporate officers, and their addresses, and identification and certification of offices authorized to execute an Agreement on behalf of the firm (Schedule D, attached hereto). 42 E. Detailed financial statement for the Bidder, and if applicable, for parent companies (Schedule E, attached hereto). F. Statement of Bidder's Qualifications and related experiences (Schedule F, attached hereto). G. Major Subcontractors - (Schedule G, attached hereto). H. Equipment- (Schedule H, attached hereto). I. Maximum Specified Capacity- (Schedule I, attached hereto). J. Information on Bidder's Solid Waste Disposal Site(s) (Schedule J attached hereto). K. Form of Bid Bond (Schedule K, attached hereto). L. Performance Bond (Schedule L, attached hereto). M. Ope[ation Plan (Schedule M, attached hereto). Dated: ~-'/~) ) 't Name of Bidder: ~' ', ~-~ rs ~-o.-r K'J e?' t,u Address of Bidder: )~[£ Fro~,,ccb Signat-t-t-~e Title Corporate Seal (If a Corporation) Incorporated under the laws of the State of Names and addresses of officers of the corporation: (President) Name Address (Secretary) Name Address 43 (Treasurer) Name Address (If an individual or partnership) Names and addresses of all principals or partners ]X) A 44 INFORMATION SCHEDULE A Town of Southold Bid Project Solid Waste Haul-Disposal Services ThisBidder~,d~,s ,lcox ~,,~,L,~,) (Bidder's legal name) herein certifies that as a Bidder, it does not currently owe delinquent taxes or other outstanding Funds, of having pending or currently involved in any litigation involving the Town of Southold, State of New York. Name of Bidder:~ ~'~ ~'r~r By: ~ (Authorized Signature) Date: NOTE: (1) (2) If blank not applicable, fill in with N/A If bidder owes the Town taxes or is involved in any litigation, a statement of explanation will be attached hereto. Tax/Litigation Certification BID (PROPOSAL) FORM Schedule 5.0.A Page 1 of 1 45 INFORMATION SCHEDULE B Town of Southold Bid Project Solid Waste Haul-Disposal Services The following is information on the undersigned Bidder's office locations: Bidder's Main Office Manager's Name (Contact) Bidder's Parent Corporation Main Office Manager's Name (Cofitact) Finn's Legal Name l~58~ F,-e ~A ~"~ Street Address (Box Numbers) City State Zip Telephone Number The Bidder herein certifies that the fwd ~ ~ v* Parent Finn's Legal Naine Street Address (Box Numbers) City State t Zip Telephone Number is partial~owned subsidiary of -~ X~r P~ent Firm '"7 isowned i~g ~y Parent Firm stock corporation. i- "-'private / ' Bidder Office Locations/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 1 of 2 46 INFORMATION SCHEDULE B - (Continued) Name of Bidder: ~4,t {~r ~g ~o,[ ~.-t t ~tL,~ By: ~ Date: 5- Note: (1) (2) Any attachments or modifications to this form shall be labeled Schedule 5.0.B, and properly integrated into the Bid Form, If blank not applicable, fill in with N/A. Bidder Office Location/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 2 of 2 47 This is identification that will be the Surety Company for INFORMATION SCHEDULE C Town of Southold Bid Project Solid Waste Haul-Disposal Services the Bidder, on this project and that the named Surety Company herein provides written certification that the named Surety Company will provide the Performance Bond, specified in the Contract Documents, in the event the Bidder enters into an agreement with the Town. The Surety Company herein certifies that such Company is licensed to do business in the State of New York. (L.S.) (SEAL) Principal Surety Company By: Surety Verification BID (PROPOSAL) FORM Schedule 5.0.C 48 INFORMATION SCHEDULE D Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that the below named individuals are the current registered corporate officers, along current permanent addresses, and designates their authority to execute an Agreement on behalf of the firm Officer's Name Officer's Name Subsidiary Parent Corporate Title Corporate Title Address Address City City State, Zip_ State, Zip Officer's Name Officer's Name Subsidiary Parent Corporate Title Corporate Title Address Address City City State, Zip_ State, Zip Officer's Name Officer's Name Subsidiary Parent Corporate Title Corporate Title Address Address City City State, Zip. State, Zip Current Corporate Officers BID (PROPOSAL) FORM Schedule 5.0.D Page 1 of 2 49 INFORMATION SCHEDULE D - (Continued) ~-~ ~ olor~ Officer's Name Subsidiary Corporate Title Address City State, Zip. Corporate Seal Officer's Name Parent Corporate Title Address City State, Zip Name of Bidder:k/q t ra3~ By: Date: -Y' / ~ [ l) NOTE: If blank not applicable, fill in with N[A Current Corporate Officer BID (PROPOSAL) FORM Schedule 5.0.D Page 2 of 2 50 INFORMATION SCHEDULE E Town of Southold Bid Project Solid Waste Haul-Disposal Services STATEMENT OF BIDDER'S FINANCIAL CONDITION This Bidder agrees to provide for any subsidiary and parent firm, and hereto attaches a current or the most recent audited financial Statement(s) including as a minimum the firms opinions, notes, revenue/expense statements, conditions of cash, etc. The attached statement provided includes: Accounting Firm Name ,~,u Fin~cial Pefi~ l Statement Date ~ ~ J / ) The bidder certifies that he currently has an available line of credit in the amount of ~-~ $ . A supporting documentary evidence attached to this-~5 c_..~ form is supplied by: Name Address Date The undersigned Bidder certifies to the validity of statement and agrees to furnish any other info ~m?ation upon request that may be required by the Town of Southold, New Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 1 of 2 51 INFORMATION SCHEDULE E - (continued) The undersigned hereby authorizes and requests any person, firm or corporation to fumish any information requested by Town of Southold, New York in verification of the firms financial condition. Dated at State of New York, County of ~x da L I( Title This c~ ~ day of /7~ j~/~ ,20 ! t , .,~ Name of BidCher t /j Title being duly sworn deposes and saws that he Name of Organization and that the answers to the foregoing questions and all statement therein contained are true and correct. Swom to me this c} .-) day of /Q/9- [ ,20 I [ My Commission expires: ~/'Jo/~o/ NOTE: (1) PETER M. CA$SEPLy Notary Public, State of New York No. 01 CA4690126 Qualified in Suffo/k County Commission Expires June 30, 20 ~ (Bidder may submit additional information desired as Schedule E attachments.) (2) If blank not applicable, fill in with N/A Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 2 of 2 52 INFORMATION SCHEDULE F Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that it is qualified to perform the work covered by this proposal, and that it is not acting as a broker on the behalf of others. To substantiate these qualifications, the Bidder offers the following related information and references in order that the Town may evaluate the Bidder's qualifications and experience. 1. Bidder's Legal Name: [o,J ~ ,/)f~£ 2. Business Address: ) ~ ? ~ ~r~ a~. Stree[ City State incorporated: [o 4 New York State; Business License No.: ] 0' ~ c No. Years in contracting business under above name: e Zip Year incorp.: ) ~ ~' ~ years. Has firm ever defaulted on a contract? Yes No X Gross Value - work under current contract: Number of Current Contracts: Brief description general work performed by finn: 10. Has Firm ever failed to complete work awarded? Yes If yes, attach supporting statement as to circumstances. Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 1 of 3 53 INFORMATION SCHEDULE F - (continued) 11. Related Experience Reference (within previous 5 years) 11.1 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: 11.2 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 2 of 3 54 11.3 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: 12. Principal Firm Members' Background/Experience (3 members minimum). Attach current resumes as Schedule 5.0.F supplement or give concise description by individual. Name o f Bidder:~'J ~'d~'~ ~ ~ro4' By: ~J~ Date: (Authorized Signature) NOTE: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.F, and shall be properly integrated into this Bid Form. If blank not applicable, fill in with N/A. Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 3 of 3 55 INFORMATION SCHDULE G Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it proposes, if awarded an Agreement to use the following haul sub-contractors on this project. ~-~b3~c~ -~o ~r~-e,,-,---..,][' ~ ~,~ '-J'O~r~ 2. 3. 4. 5. 6. 7. 8. 9. 10. Sub-Contractor/ Contract Individual NOTE: Trade/ Address /~ hone # S~pecialties ~ i~d~lrC. Kr0.X Name of Bidder: By: ~ Date: Signature) If blank not applicable, fill in with N/A Subcontractors BID (PROPOSAL) FORM Schedule 5.0.G 56 IFORMATION SCHEDULE H Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder states that it owns the fo(/lowing pieces of equipment that are available for use on the project, if awarded the agreement.~_~ Proposed Current Equipment Item Project Use Equipment Location NOTE: Name of Bidder: ~/,~/~rg &r~ By: ~PCX/6~- Date: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.H and shall be properly integrated into the Bid Form. If blank not applicable, fill in with N/A Construction Equipment BID (PROPOSAL) FORM Schedule 5.0.H 57 iNFORMATION SCHEDULE I Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it will be prepared to dispose of up to the following Maximum Specified Yearly Capacities in tons of Town of Southold solid waste if awarded an agreement Contract Year ~1./,.r r,/~!1 .< Maximum Tons per Contract Year Name of Bidder: By: Date: ~'"'] ~'"] U Maximum Specified Capacity BID (PROPOSAL) FORM Schedule 5.0.I 58 NOTE: INFORMATION SCHEDULE J Town of Southold Bid Project Solid Waste Haul-Disposal Services IF A BIDDER 1NTENDS TO UTILIZE MORE THAN ONE SOLID WASTE DISPOSAL SITE, AN INFORMATION SCHEDULE J MUST BE COMPLETED FOR EACH. DISPOSAL SITE. The following is information on the undersigned Bidder's Solid Waste Disposal Site: GENERAL A. Disposal Site Location Name: Address: Phone: Disposal Site mailing address (if different than I) Address: II. CURRENT OPERATIONS A. Operations Permit 1. Permittee: 2. No.: 3. State: 4. Date of Issue: 5. Date of Expiration: 6. Copy Enclosed: Yes: No: Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 1 of 7 59 INFORMATION SCHEDULE J - (continued) Hours of Operations 1. What are the PERMITTED operating hours? DAY A.M. Monday to Tuesday to Wednesday to Thursday to Friday to Saturday to Sunday to PoMo 2. Are there any PERMITTED closure periods stipulated? What are the ACTUAL operating hours? DAY A.M. Monday to Tuesday to Wednesday to Thursday to Friday to Saturday to Sunday to P.M. What holiday or other period is the Disposal Site typically closed? DAY YES New Year's to Memorial to Independence to Labor to Thanksgiving to Christmas to Other (specify) to NO Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 2 of 7 6O INFORMATION SCHEDULE J - (continued) Will the ACTUAL operating hours be extended up to the PERMITTED operating hours in Question II.B. 1 in order to accommodate Town of Southold solid waste? Yes No o Are there any local agreements, ordinances, etc. which would prohibit extending the ACTUAL operating hours in Question II.B.3 up to the PERMITTED operating hours in Question ll.B. 1 ? Yes No What is the PERMITTED annual capacity in tons? 20 20 20 20 20 Do At the PERMITTED levels in Question II.C., what is the projected useful life in years? What is the annual RECEIVING6 level today?. At the RECEIVING levels in Question II.E, what is the projected useful life in Years? Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 3 of 7 61 INFORMATION SCHEDULE J - (continued) How much of the RECEIVING level in Question II.E is committed to under contract in tons? 20 20 20 20 20 Does the Disposal Site have special waste restrictions? Gate Yes No Fee ($) 1. Construction/Demolition 2. Asbestos 3. Wastewater Treatment Sludge 4. Hazardous Waste Are there any existing agreements with local municipalities which prohibit: Item Yes No I. Routing to site 2. Weight limits between state coeds and site 3. Number of vehicles 4. Vehicle size 5. Solid waste importation outside jurisdictional area 6. Host Community Benefits Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 4 of 7 62 iNFORMATION SCHEDULE J - (Continued) III. EXPANSION PLANS A. Application Permit 2. 3. 4. 5. 6. Permitee: No.: State: Date of Submission: Copy Enclosed: Submission Status: Yes No Expansion of current site or new site Local Citizenry Reaction Regulatory agency d. Litigation Likelihood to succeed Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 5 of 7 63 INFORMATION SCHEDULE J - (Continued) If you are successful in Question III.A., what is the additional annual DESIGN capacity in tons (do not include figures from Question II.C.)? 20 20 20 20 20 At the annual DESIGN levels in Question III.B., what would be the projected useful life in years? Would you be willing to share with the Town of Southold engineering reports utilized for the preparation of the Operating Permits on Expansion Application? Yes No Bidder's Disposal Site(s) Engineer of Record Firm's Name Firm's Address Project Engineer Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 6 of 7 64 INFORMATION SCHEDULE J - (Continued) Are you willing to mee~ with the Town of Southold to discuss your short and long term disposal capabilities? Yes)/'x No The undersigned hereby certifies that services, material, equipment to be furnished as a result of this bid will be in accordance with Town of Southold specifications applying thereto unless exceptions are indicated above and an explanation attached. Bidding Company ~ ~ ~"~Ic.X ~ro~ e~r Address City ~ate Zip Signature Phone No. (Please Print or Type) NAME AND TITLE Date CORPORATE SEAL Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 7 of 7 65 INFORMATION SCHEDULE K FORM OF BID BOND KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, as Principal, and as Surety, are hereby held and firmly bound unto Owner in the sum of and truly be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns. Signed this day of ,20 as for the payment of which, will The condition of the above obligation is such that whereas the Principal has submitted to the Town of Southold a certain Bid, attached hereto and hereby made a part hereof to enter into a contract in writing, for the hauling and disposal of solid waste; NOW, THEREFORE, (a) If said Bid shall be rejected or in the alternate, (b) If said Bid shall be accepted, and the Principal shall execute and deliver an Agreement in the form off the Sample Operating Agreement attached hereto (properly completed in accordance with said Bid) and shall furnish certificates of insurance and a bond for this faithful performance of said Agreement, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the Agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid; and said Surety does hereby waive notice of any such extension. Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 1 of 3 66 1N WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seats, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. (L.S.) Principal Surety By: Address of Surety: SEAL (ACKNOWLEDGEMENT BY CONTRACTOR, IF A CORPORATION) STATE OF: ) COUNTY: ) SSN: On this day of ~ 20__ before me personally came , to me known, who being duly sworn, did depose and say that he resides in ; that he is the of the corporation described in and which executed the foregoing instrument; that he knows the seal of corporation; that the seal affixed to the instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation; and that he signed his name thereto by like order. Notary Public Form of Bid Bond BID (PROPOSAL) FORM (ACKNOWLEDGMENT BY CONTRACTOR, IF A PARTNERSHIP) Schedule 5.0.K Page 2 of 3 67 STATE OF: ) COUNTY: ) SSN: On this day of s 20__ before me personally came ., to me known, and known to me to be a member of the finn of , and known to me to be an individual described in, and who executed the foregoing instrument in the finn name of and he duly acknowledged to me that he executed the same for and in the behalf of said finn for the uses and purposes mentioned therein. Notary Public (ACKNOWLEDGEMENT BY INDIVIDUAL CONTRACTOR) STATE OF: COUNTY: On this SSN: day of ,20__ before me personally came , to me know, and known to be the person described in and who executed the foregoing instrument and duly acknowledged that he executed the same. Notary Public Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 3 of 3 68 INFORMATION SCBEDULE L PERFORMANCE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the "principal") and (hereinafter called the "Surety") are held and firmly bound to the Town of Southold (hereinafter called the "Owner") in the full and just sum of dollars ($. ) good and lawful money of the United States of America, for the payment of which sum of money, well and truly to be made and done, the Principal binds himself, his heirs, executors, administrators and assigns and the Surety binds itself, its successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement bearing date on the day of ,20 , with the Owner for the Town of Southold Solid Waste Haul-Disposal Services, a copy of which Agreement is annexed to and hereby made part of this bond as though herein set forth in full. NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns, shall well and faithfully comply with and perform all the terms, covenants and conditions of said Agreement or his (their, its) part to be kept and performed and all modifications, amendments, additions and alterations thereto that may hereafter be made, according to the true intent and meaning of said Agreement, and shall fully indemnify and save harmless the Owner from all cost and damage which it may suffer by reason of failure so to do, and shall fully reimburse and repay the Owner for all outlay and expense which the Owner may incur in making good any such default, and shall protect the said Owner against, and pay any and all amounts, damages, costs and judgments which may or shall be recovered against said Owner or its officers or agents or which the said Owner may be called upon to pay to any person or corporation by reason of any damages arising or growing out of the doing of said work, or the repair of maintenance thereof, or the manner of doing the same, or the neglect of the said Principal, or his (their, its) agents or servants or the improper performance of the said work by the said Principal, or his (their, its) agents or servants, or the infringement of any patent or patent rights by reason of the use of any materials furnished or work done as aforesaid or otherwise, then this obligation shall be null and void, otherwise to remain in full force and effect; Performance Bond BID (PROPOSAL) FORM Schedule 5.0.L Page 1 of 2 69 PROVIDED HOWEVER, the Surety, for the value received, hereby stipulates and agrees, if requested to do so by the Owner, to fully perform and complete the work mentioned and described in said Agreement, pursuant to the terms, conditions, and covenants thereof, if for any cause the Principal fails or neglects to so fully perform and complete such work and the Surety further agrees to commence such work of completion within ten (10) calendar days after written notice thereof from the Owner and to complete such work within ten (10) calendar days from the expiration of the time allowed the Principal in the Agreement for the completion thereof; and further PROVIDED HOWEVER, the Surety, for value received, for itself, and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no may impaired or affected by an extension of time, modification, work to be performed thereunder, or by any payment thereunder before the time required herein, or by any waiver of any provisions thereof or by any assignment, subletting or other transfer of any work to be performed or any monies due or to become due thereunder; and said Surety does hereby waive notice of any and all of such extensions, modifications, omissions, additions, changes, payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation co assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by or in relation to said Principal. IN WITNESS WHEREOF, the Principal has hereunto sec his (their, its) hand and seal and the Surety has caused this instrument to be signed by its and its corporate seal to be hereunto affixed this day of ., 20 (If Corporation add Seal and Attestation) By: Attest: Principal Surety Add Corporate Seal By: Attest: Address of Surety: Performance Bond BID (PORPOSAL) FORM Schedule 5.0.L Page 2 of 2 7O INFORMATION SCHEDULE M OPERATIONAL PLAN The Bidder hereby states that it proposes to implement the following operational plan to haul and dispose of Municipal Solid Waste (MSW) from the Town of Southold Landfill if awarded an Agreement. Summarize the manpower and equipment you will make available to pe~onn und¢~ Smmafize thg identity ~d location of the p~m~ ~d secondly sites you pl~ to use for disposal of ~e solid waste. Describe the a~g~ents between your company ~d the disposal site for use of the site. Des~be ~y treatment ~e MSW will undergo duhng ~spo~ or upon a~v~ at ~e disposal site. Attach copies of the p~its to cons~ct ~d pe~its to opiate ~e Site No. 1 NAME CONTACT PERSON AND PHONE NO. ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 1 of 2 71 Site No. 2 NAME LOCATION ~3r 9 ~ CONTACT PERSON AND PHONE NO. ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS L),- ~ ~, ~.L Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 2 of 2 72 APPENDIX A SAMPLE OPERATING AGREEMENT 73 THIS AGREEMENT, made on the day of ,20 _, by and between the Town of Southold, a municipal corporation of the State of New York having its Principal place of business at 53095 Main Road Southold, New York hereinafter called the "Town" and hereinafter called the "Contractor." WITNESSETH WHEREAS, Contractor has submitted to the Town a bid dated 20 , ("Bid") in response to the Town's Bid Solicitation for Solid Waste Hauling- Disposal Services dated 20__, ("Solicitation"); and WHEREAS, the Town Board of the Town of Southold by resolution No. adopted on authorized the Town Supervisor to enter into an agreement with the Contractor to perform certain services in connection with the handling of solid waste, NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. DEFINITIONS - Terms defined in the Bid Solicitation shall have the same meaning as if defined herein. II. SCOPE OF SERVICES - The Contractor shall perform the services in accordance with the description of those services as set forth in the Solicitation. III. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to APPENDIX A- 1 74 the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to may terminate the Agreement at any time after Year Two (i. e., after June 30, 2013) of the Agreement for the purpose of entering into an inter- municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. IV. PRICE SCHEDULE/COMPENSATION The unit bid price schedule for the services to be furnished by Contractor is found in Section C - 3.1, 3.2, Contractor's bid which is incorporated into this Agreement. V. PAYMENTS A. The Contractor shall receive monthly payments for services performed during the prior calendar month. The Contractor shall submit a request for payment on a Town approved voucher form along with Contractor's invoice which shall include a daily summary of tonnage hauled by Contractor to a Disposal Site and disposed by Contractor at a Disposal Site as applicable. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. The Town shall be entitled to deduct from any payment owning to Contractor any sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on account of claims filed or reasonably anticipated to be filed. VI. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: A. Contractor represents that the Town has made no commitment under this Agreement with respect to the volume solid waste to be handled by Contractor during the ter~rn of this Agreement. B. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances regulations applicable to ail of the services to be performed Contractor. APPENDIX A-2 75 C. Contractor represents that the information furnished by Contractor in the equipment schedules included in the bid is accurate and complete and Contractor acknowledges that Town has relied upon the accuracy and completeness of that information in the selection of Contractor as the lowest responsible bidder. D. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's) have the opportunity to participate as subcontractors under this Agreement. In the event the contractor subcontracts twenty-five percent (25 %) or more of its work hereunder, Contractor shall submit to the Town an and a WBE Utilization Plan, prior to execution of this Agreement, D. In the event the Contractor's Disposal Site is unable to receive and dispose of the Town's waste for any reason (including failure to obtain or maintain necessary permits or licenses), Contractor shall be responsible for providing to the Town an alternate Disposal Site for the Town's use at no additional cost to the Town, and shall indemnify the Town against any additional hauling cost by the Town or its agent because of the location of the alternate Disposal Site. Under no circumstances shall a change in Disposal Site(s) or failure or inability to obtain or maintain necessary permits by the Contractor be considered a change in conditions. In the event the Contractor is unable to find an altemate Disposal Site(s), he shall be deemed to be in default of this Agreement and liable for damages, bond forfeitures and other expenses as provided in the Agreement. VII. INDEMNIFCATION INSURANCE/BONDS A. Contractor agrees to defend, indemnify and save harmless the Town of Southold against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of what ever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor carrying out or performing under the terms of this Agreement, or failure to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town directly or by its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of Contractor's employees or agents APPENDIX A-3 76 who may seek to hold the Town liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments, The Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's fights hereunder, including all appeals which, in the opinion of the Town, may be necessary. B. Contractor shall procure and maintain the insurance described in Section A of the Solicitation for a period commencing on the date of this Agreement and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town as an additional insured and shall provide that the coverage shall not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized, to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage necessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. C. Contractor shall, for the period of the performance of services hereunder, maintain a Performance Bond in the amount of one million ($1,000,000.00) dollars wherein named obligee is Town of Southold. The Bond shall be in a form acceptable to the Town Attorney and issued by a surety licensed to do business in New York as a surety. VIII. FORCE MAJEURE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town, the Contractor, the Disposal Site or any of the Town's or the Contractor's respective subcontractors or suppliers, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder (except for payment obligations), and if such act, event or condition is APPENDIX A-4 77 beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance; provided, however, that the contesting in good faith or the failure in good faith to contest such action or in action shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God (but not including reasonable anticipated weather conditions for the geographic area of the Town or Disposal Site) hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; (2) the failure of any appropriate federal, state, county, town or local public agency or private utility having Jurisdiction in the areas in which the Transfer Station or Disposal Site is located to provide and maintain utilities, services, water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Disposal Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the transfer Station or Disposal Site; and (4) the presence of hazardous waste upon, beneath or migrating from the Transfer Station. It is specifically understood that none of the following acts or conditions shall constitute uncontrollable circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuations; (b) the financial condition of the Town, the Contractor, any of its affiliates or any sub-contractor; (c) union work rules, requirements or demands which have the effect of increasing the number of employees employed otherwise increase the cost to the Contractor of operating its haul operation or the Disposal Site (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or APPENDIX A-5 78 circumstances occurring outside of the United States, or (g) any change in law or in the permit conditions or status of the Transfer Station Disposal Site or alternate Disposal Site. IX. SUBONTRACTS Contractor shall not enter into any subcontracts in connection with the services to be performed by Contractor hereunder without the prior written approval by the town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to furnish any insurance or bonds for the benefit of Contractor, the Town shall also be named as an additional insured or obliges. X. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Law relating to the payment of prevailing wage rates to the extent applicable, or the applicable State Law in the state of disposal. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs be borne exclusively by Contractor. XI. FORCED ACCOUNTING In the event the Town directs the Contractor, by written authorization signed either by the Town Supervisor or Town's Solid Waste Coordinator, to perform additional services beyond the scope of those described in this Agreement, the Contractor shall be compensated for such additional services on the following basis: TOTAL COMPENSATION FOR ADDITIONAL SERVICES = DIRECT LABOR COST + DIRECT MATERIAL COST + OVERHEADO + PROFIT For the purposes of this Section: APPENDIX A-6 79 A. DIRECT LABOR COST shall include hourly wages, including overtime premiums actually paid plus the following fringe benefits-associated with those wages - group medical, group life insurance, pensions, FICA, uniforms, safety equipment or special tools. These fringe benefits shall be separately identified and shall not duplicate fringe benefits paid in connection with work performed within the scope off the Agreement. B. DIRECT MATERIAL COST shall be those costs actually paid by Contractor for materials utilized by Contractor in performance of the additional services. The costs for such materials shall not include sales tax for any materials which constitute personal property incorporated into the structures, buildings, or real property of the Town since such personal property is exempt fi.om taxation York State Tax Law, under Section 1115 of the New York State Tax Law. C. OVERHEAD shall be 10% of the total of the Direct Labor Costs and the Direct Material Costs, D. PROFITS shall be 5% of the total of the Direct Labor Costs, the Direct Material Costs and the Overhead. XII. CONTRACTOR'S OPERATIONS AND PROCEDURES REPORTS Contractor will provide the operating plan and supporting data listed in Sections A and B of the Solicitation to the Town for review and acceptance. Contractor will update the plan as necessary and furnish copies of those updates to the Town. XIII. DEFAULT In the event the Contractor fails co' perform its obligations under the Agreement, the Town may terminate the Agreement, procure the services from other sources and hold the Contractor responsible for any costs incurred. This Town also may deduct such costs fi.om payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. XIV. SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit status of its Disposal Site. In the event that Contractor submits a APPENDIX A-7 80 Bid for a Disposal Site for which Contractor does not currently have all necessary federal and state permits, or which after the acceptance of the Bid loses its permitted status, Contractor shall, at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. The parties agree that this is a full service Agreement and failure of the Contractor to provide the identified Disposal Sits or acceptable alternative Disposal Site, on or after the commencement date shall constitute a breach of this Agreement. The Contractor accordingly shall not be excused from its obligations hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. XV. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extant of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XVI. DISPUTES/ARBITRATION Any disputes between the parties to this Agreement may be referred to arbitration by mutual agreement of the parties. Absent such an agreement, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County, New York. In the event the parties agree to arbitrate a dispute, such arbitration shall be conducted in accordance with the rules of the American-Arbitration Association. In no event shall any demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. An award rendered by arbitrators following any such arbitration shall be final and Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. XVII. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. APPENDIX A-8 81 C. This Agreement, including all Exhibits and documents referred to herein, along with the Specifications, Solicitation and the Bid, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the Services to be performed hereunder. This Agreement may be modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties, the priority among those documents shall be: 1. This Agreement; 2. Exhibits hereto; 3. The Solicitation including Appendices; 4. Contractor's Bid. E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or s receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor, the Town may terminate this Agreement. F. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither held themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including, but not limited to, Worker's Compensation, Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there to be no discrimination against any employee who is employee in the work, or against any APPENDIX A-9 82 applicant for such employment, because of race, religion, color, sex, age, marital status, handicap or national origin in any manner prohibited by the laws of the United States or of the State of New York. These requirements shall include, but not be limited to, the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. XVIII. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: With a copy to: Supervisor of the Town of Southold P.O. Box 1179 Southold, New York 11971 Solid Waste Coordinator, Town of Southold P.O. Box 962 Cutchogue, NY 11935 If to the Contractor: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. TOWN OF SOUTHOLD By:. Scott A. Russell, Supervisor By:. APPENDIX A- 10 83 APPENDIX B NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION PERMIT 84 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION BUl~no~ 40 - ~LTN~, Stony Brook, New York 11790-2356 Phone (516) ~.~.~. 0375 Fax ($16) ~.~.~. §231 John P. Calgll Avttng CommLvsioner Jim Bunchuk Solid Waste Coordinator -Town of Southold PO Box 962 Cutchogue, New York 11935. Dear Mr. Bunchuk: Enclosed is a validated copy of your registration form submitted to the New York State Department of Environmental Conservation pursuant to 6 NYCRR Part 360, to register the existing municipal solid waste transfer operation. This letter only acknowledges receipt of your registration form and does not, in any way, verifies that the information provided on the form is true or correct. In addition, you are responsible for obtaining any other permits and approvals that may be required; and for complying with all other applicable State and Federal laws, rules, regulations and all other applicable local ordinances including, but not limited to, zoning ordinances, building codes, Fire Marshal codes, etc. This registered activity shall in no way conflict with any mined land reclamation permit and approved reclamation plan. You are reminded that 6 NYCRR Part 360 contains various requirements that must be followed to warrant your facility's continued status as a registered facility. This information was provided in the registration package. If you have any questions regarding this matter or need an additional copy of the registration requirements, please contact me at the above telephone number. Ar~thon~/Cava, P.E. Reg~id and Hazardous Materials Engineer AJC:ek eric. - MEg .ydRI~.STATE iDE'PART~ENT OF ENVIR~ENT~CONSERVATI~ D~V[$Z~ OF SOLID gASTE ~ · -:REO~;ST~T~ON 'FORM FOR A . SOL'ID wASTE .MANAG~EMENT FACILITY % ~lense re~.mM~olLo~ al instr~tio~ ~fore c~teting this registration form PLease Tylae or Print cieariy THIS iS NOT A UPA PERMIT 1. FACILITY NM~E AND LOCATION Street k' ~oad ~ City/ViLLage County Tete~one N~r DEC REGISTRATION # DEC ADNINI~TRATIO~ # DATE RECEIVED FACILITY (~4NER'S N~U~E tthold Hal [ ins Address Ci ty/Town/Vi i L age outhold State/Zip Code New · York 1 19~ Telephone Nunf~er $. FACILITY OPERATONVS NAME (if different) · Same Mailing A~rees Cfty/Te~n/VtItege State/Zip C~x~e SITE O~NER'S NAME (if different) Same Mailing Address City/Town/ViLlage State/Zip Code TeLephone Nunbor ( ) Te Lepho~e Nunfoe r ( ) 5. TYPE OF FACILITY REGISTRATION (check ali appLicabLe boxes) ~--]Energy Recovery Incinerators or Pyrolysis Units [360-3.1(c)) ~]La~ Application ar~ $I~e Storage FaciLities [360-&.I(c)] r-]c(~aposting ~ Other'Distribution and Marketing Facilities L360-5.3(b)) gland Cresting Debris LandfiLLs three acres or tess [360-?.2(e)] ~]Tranafer Stetfm~; (municipaLLy ownod/operated/contrected) receiving tess than 50,000 cubic yards or 12,500 tons of household solid waste eonuat[y [~60-11.1(b)(1)] OTransfer Stations (m~/nicipa[Ly owned/operated/contracted) receiving Less than 50,000 cubic yards or 12v500 tons of containerized solid waste er~ua[Ly [~60-11.1(b)(2)] [-]Other Facilities not aFeciftcatLy described above, Specify 6. SOLID ~ASTE NANDLED e. List wastes end/or materia[s to be accepted ~4ixed Hunicipal Solid Waste 8. b. auantlty (specify UJ~ita -~see~.instructions) design capacity 'ds DOu 'lon.s storage on site 0 ~Source Separated, Nonputresci.b[e SoLid grate RecyciebLes Nand[ing and Recovery FaciLities [360-12.1(d)] r'~gaste Tire Retreaders [~60-1~.1(d)(1)(t)) r-)gRate Tires Storod for On-site Energy Reco~ry [360-1~.1(d)(1)(ii)] ~TJre DeaLers SeLling gases Tires [~60-1~.1(~(ili)] OTire Hanufecturing Facilities ~Processing Facilities Receiving Only RecognizabLe Uncontaminated Concrete, Asphalt Pavement, Brick, Soil or Rock G60-16.1(d)(1)(l)] [~]Uncontaminated Unadulterated WoodProcessing Facilities G60-16.1(d)(1)(ii)) OPERATIONS SClIEDULE - Normal schedule of operation 7:00 am - 5:00 pm, 7 days per week NAME(S) OF ALL MUNICIPALITIES SERVED TOq~! of Southold Village of ~reenport 9. CERTIFICATION,' I hereby affirm under penalty of perjury that information pro~e~ on this form end attached statements end exhibits WES prepared by ma or uncler n~/ supervision and direction and is t'rue to the best of n%, knowledge ~ belief, and that I have the authority es Supervzsor (titLe) of Town of Southold .(Entity) to sign this registration form pursuant to 6 #YCRR Part )60. By signing this registration form, I afffm that I have read the epp[iuabie ragu[aligns end Will abide by ell conditions of the registration requirementS. I am aware that any-feLse statement made herein is Punishable as a Class A misdemeanor pursuant to Section 210.45 of the Penal [aw. · Printed/Typed Name si?natur~ ~- ' Mo. Day Year Jean W. Cochran ~ I '~J~, '~5..[,.~[. ~, q~ ~ APPENDIX C Town of Southold Accident Report 87 Date & Time of Incident Type of Incident/Accident: Tdp & Fall or Bodily Injury Vehicle __ Damage* to PropertY Other Location of IncidentJAccident Description of Incident/Accident DeSCription of Injuries InJured'e Name & Address & Date or,Birth Medical Care Given? . : . By,whom? Whet care was .given? Anyone taken to hospital? Witness Name & Address REMARKS: Hospital Name Reported by (Signature) Date & Time Reported to Department Head Signature of Dept. Head: Date & Time Date & Time 8/00 Edition ,,TOWN OF SOUTHOLD Bond #853942 INFORMATION SCHEDULE K FORM OF BID BOND KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, !,rm~-s Bros. hm.wl5~_ Corp.; as Principal, and _ham2rem Na~onal lrdamity C ~cnpmy., as Surety, are hereby held and firmly bound unto Tom of Scutl~ld~ as Owner in the sum of Om l-lxdra:171-o mnq and [XD/100 Dollm ,°*for the payment of which, will and truly be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns. Signed this 2nd day of June ,2011. The condition of the above obligation is such that whereas the Principal has submitted to the Town of Southold a certain Bid, attached hereto and hereby made a part hereof to enter into a contract in writing, for the hauling and disposal of solid waste; NOW, THEREFORE, (a) If said Bid shall be rejected or in the alternate, Co) If said Bid shall be accepted, and the Principal shall execute and deliver an Agreement in the form off the Sample Operating Agreement attached hereto (properly completed in accordance with said Bid) and shall furnish certificates of insurance and a bond for this faithful performance of said Agreement, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the Agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal mount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid; and said Surety does hereby waive notice of any such extension. *($100,000.00) Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 1 of 3 66 IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seats, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. Winter~ Bros. Recycling Corp. Principal Evergreen National Indemnity Company Surety By:* '/~~ Nicole Skedel, Attorney-In-Fact Address of Surety: 6140 Parkland Blvd., Ste. 321, Mayfield Hts., OH 44124 SEAL (ACKNOWLEDGEMENT BY CONTRACTOR, IF A CORPORATION) STATE OF: S~ ,P/' ]tiff ) COUNTY: ) SSN: //2- ?y- boo On this d '~ day of /)7/9 ), ,20 / ! before me personally came /~q~fll< T,~o~,4~..~ , to me known, who being duly sworn, did depose and say that he resides in /'/,~'3t,,-, 7z.~,- /v~/ ; that he is the c'~rporation described in and which executed the foregoing instrument; tl~at he knows the keal of corporation; that the seal affixed to the instrument i~ such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation; and that he signed his name thereto by like order. Notary Public Form of Bid Bond BID (PROPOSAL) FORM (ACKNOWLEDGMENT BY CONTRACTOR, IF A PARTNERSHIP) Schedule 5.0.K Page 2 of 3 67 STATE OF: ) COUNTY: ) SSN: On tiffs day of ,20 before me personally came , to me known, and known to me to be a member of the firm of , and known to me to be an individual described in, and who executed the foregoing instrument in the firm name of , and he duly acknowledged to me that he executed the same for and in the behalf of said finn for the uses and purposes mentioned therein. Notary Public (ACKNOWLEDGEMENT BY iNDIVIDUAL CONTRACTOR) STATE OF: ) COUNTY: ) SSN: On this day of ,20__ before me personally came , to me know, m~d known to be the person described in and who executed the foregoing instrument and duly acknowledged that he executed the same. Notary Public Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 3 of 3 68 SURETY ACKNOWLEDGMENT State of Ohio SS: County of Cuyahoga On this 2nd day of June 2011, before me personally appeared Nicole Skedel, to me known, who being by me duly sworn, did depose and say that she is the Attorney-In-Fact of Evergreen National Indemnity Company~ the Surety company described in and which executed the foregoing instrument; that such execution was authorized by the Surety company, and evidenced by the attached Power of Attorney. Juli~/K. Bowers, Notary Public JULIE KBOWERS NOTARY PUBLIC STATE OF OHIO Comm. Expires August 13, 2014 Recorded in Portage County Expiration Date EVERGREEN NATIONAL INDEMNITY COMPANY MAYFIELD HEIGHTS, OH POWER OF ATTORNEY POWER NO. 853942 KNOW ALL MEN BY THESE PRESENTS: That the Evergreen National Indemnity Company, a corporation in the State of Ohio does hereby nominate, constitute and appoint: ***Nicole Skedel*** its true and lawful Attorney(s)-In-Fact to make, execute, attest, seal and deliver for and on its behalf, as Surety, and as its act and deed, where required, any and all bonds, undertakings, recognizances and written obligations in the nature thereof, This Power of Attorney is granted and is signed by facsimile pursuant to the following Resolution adopted by its Board of Directors on the 23rd day of July, 2004: "RESOLVED, That any two officers of the Company have the authority to make, execute and deliver a Power of Attorney constituting as Attorney(s)-in-fact such persons, firms, or corporations as may be selected from time to time. FURTHER RESOLVED, that the signatures of such officers and the Seal of the Company may be affixed to any such Power of Attorney or any certificate relating thereto by facsimile; and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company; and any such powers so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF, the Evergreen National Indemnity Company has caused its corporate seal to be affixed hereunto, and these presents to be signed by its duly authorized officers this 1st day of June, 2009. EVERGREEN NATIONAL INDEMNITY COMPANY Notary Public) State of Ohio) SS: By:. By Charles D. Hamm Jr, President · David A. Canzone, CFO On this 1st day of June, 2009, before the subscriber, a Notary for the State of Ohio, duly commissioned and qualified, personally came Charles D. Harem, Jr. and David A. Canzone of the Evergreen National Indemnity Company, to me personally known to be the individuals and officers described herein, and who executed the preceding instrument and acknowledged the execution of the same and being by me duly sworn, deposed and said that they are the officers of said Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and the said Corporate Seal and signatures as officers were duly affixed and subscribed to the said instrument by the authority and direction of said Corporation, and that the resolution of said Company, referred to in the preceding instrument, is now in force IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at Columbus, Ohio, the day and year above written. ^pm o,~ 20~ 2 Permy M. Bums, Notar~ Public ,~,,;?~ o o~ ,,,- My Comnfission Expires April 4, 2012 State of Ohio ) SS: I, the undersigned, Secretary of the Evergreen National Indemnity Company, a stock corporation of the State of Ohio, DO HEREBY CERTIFY that the foregoing Power of Attorney remains in full force and has not been revoked; and furthermore that the Resolution of the Board of Directors, set for[h herein above, is now in force. Signed and sealed in Mayfield Hts, Ohio this 2nd . day of June 2011 . Wan C. Collier, Secretary State of New York INSURANCE DI -PARTMKNT ~/HE.RE,.4.S IT AP{"g~,~ TIIAT Evergreen National Indemnity Company Home Office Address Mayfield HeiSts, Ohio Organized under the Laws of Ohio has complied with the necessary requirements of or pursuant to law, it is hereby licensed to do within this State the business of fire, miscellaneous property, water damage, burglary and theft, glass, boiler and machine~y, collision, personal injury liability, property damage liability, workers' compensation and employers' liability, fidelity and surety, motor vehicle and aircraft physical damage, marine and inland marine, marine protection and indemnity and service contxact reimbursement insurance, as specified in paragraph (s) 4, 5, 6, 7, 8, 9, 12, 13, 14, 15, 16, 19, 20, 21 and 28 of Section l 113(a) of the New York Insurance Law and also such workers' compensation insurance as may be incident to coverages contemplated under paragraphs 20 and 21 of Section I 113(a), including insurances described in the Longshoremen's and Harbor Workers' Compensation Act (Public Law No. 803, 69 Cong. as amended; 33 USC Section 901 ct seq. as amended) to the extent pc.nitted by certified copy of its charter document on file in this Depm't~ent until July 1,2011. Tn Witness Whereof, Z have hereunto set my hand and affixed the official seal of this Department at the City of Albany, New York, this 1st day of 3uly, 20]0 James J. Wrynn Superintendent t Clark ~T. Williams Special Deputy Superintendent Original on Watermarked Paper Evergreen National Indemnity Company Certificate 2010 The following financial information was excerpted from the Statutory Annual Statement filed by Evergreen National Indemnity Company with the Ohio Department of Insurance. STATEMENT OF INCOME Direct Written Premium Reinsurance Assumed Reinsurance Ceded Net Written Premium Change in Unearned Net Earned Premium Loses & LAE Incurred Net Commission Expense Other Expenses Underwriting Gain/(Loss) Net Investment Income Net Realized Capital Gains (Loss) Other Income/(Expense) Income Before FIT Federal Income Tax Net Income $ 34,511,678 3,778,653 (26,376,556) 11,913,775 (506,150) 11,407,625 153,725 5,217,563 3,142,628 2.893,709 1,063,623 (1,248,695) (21) 2,708,616 1,397,993 1,310,623 Assets Invested Assets Agent's Balances (net of Reins.) Reinsurance Recoverable Other Assets Total Assets BALANCESHEET 44,434,143 2,047,712 264,270 763,892 47,510,017 Liabilities & Surplus Unearned Premium Reserve Loss & LAE Reserves Ceded Reinsurance Payable Other Liabilities Total Liabilities Surplus Total Liabilities & Surplus 4,918,287 4,056,828 3,709,655 2,345,769 15,030,339 32,479,678 47,510,017 I hereby certify that file above information is that contained in the Statutory Annual Statement filed by Evergreen National Indemnity Company with the Ohio Department of Insurance for the year ending December 31, 2010. David A. Canzone, Treasurer INFORMATION SCHEDULE C Town of Southold Bid Project Solid Waste Haul-Disposal Services This is identification that Evergreen National Indermity Company will be the Surety Company for Winters Bros. Recycling Corp. the Bidder, on this project and that the named Surety Company herein provides written certification that the named Surety Company will provide the Performance Bond, specified in the Contract Documents, in the event the Bidder enters into an agreement with the Town. The Surety Company herein certifies that such Company is licensed to do business in the State of New York. Winters ~ros. Recycling Corp. ! (L.S.) Prihcipal (SEAL) By: Evergreen National. Jndemnity Company Surety Company Nicole Skedel, Attorney-In-Fact Surety Verification BID (PROPOSAL) FORM Schedule 5.0.C 48 EVERGREEN NATIONAL INDEMNITY COMPANY MAYFIELD HEIGHTS, OH POWER OF ATTORNEY POWER NO. Bid Consent KNOW ALL MEN BY THESE PRESENTS: That the Evergreen National Indemnity Company, a corporation in the State of Ohio does hereby nominate, constitute and appoint: ***Nicole Skedel*** its true and lawful Attorney(s)-In-Fact to make, execute, attest, seal and deliver for and on its behalf, as Surety, and as its act and deed, where required, any and all bonds, undertakings, recognizances and written obligations in the nature thereof. This Power of Attorney is granted and is signed by facsimile pursuant to the following Resolution adopted by its Board of Directors on the 23rd day of July, 2004: "RESOLVED, That any two officem of the Company have the authority to make~ execute and deliver a Power of Attorney constituting as Attorney(s)-in-fact such pemons, firms, or corporations as may be selected from time to time, FURTHER RESOLVED, that the signatures of such officers and the Seal of the Company may be affixed to any such Power of Attorney or any certificate relating thereto by facsimile; and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company; and any such powers so executed and cettified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF, the Evergreen National Indemnity Company has caused its corporate seal to be affixed hereunto, and these presents to be signed by its duly authorized officers this 1st day of June, 2009. EVERGREEN NATIONAL INDEMNITY COMPANY Notary Public) State of Ohio)  By:. By SS: Charles D Harem Jr, President David A. Canzone. CFO On this 1st day of June, 2009, before the subscriber, a Notary for the State of Ohio, duly commissioned and qualified, personally came Charles D. Hamm, Jr. and David A. Canzone of the Evergreen National Indemnity Company, to me personally known to be the individuals and officers described herein, and who executed the preceding instrument and acknowledged the execution of the same and being by me duly sworn, deposed and said that they are the officers of said Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and the said Corporate Seal and signatures as officers were duly affixed and subscribed to the said instrument by the authority and direction of said Corporation, and that the resolution of said Company, referred to in the preceding instrument, is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at Columbus, Ohio, the day and year above written. ~.p,, o,~, 2o~ 2 Penny M. Burns, Notary Public ",,;~'~ o o~,,," My Commission Expires April 4, 2012 State of Ohio ) SS: I, the undersigned, Secretary of the Evergreen National Indemnity Company, a stock corporation of the State of Ohio, DO HEREBY CERTIFY that the foregoing Power of Attorney remains in full force and has not been revoked; and furthermore that the Resolution of the Board of Directors, set forth herein above, is now in force, Signed and sealed in Mayfield Hts, Ohio this 2nd day of, June 2011 . Wan C Collier, Secretary BIDDER'S SOLICITATION SOLID WASTE HAUL AND DISPOSAL SERVICES AGREEMENT DOCUMENTS TOWN OF SOUTHOLD STATE OF NEW YORK TOWN Of SOUTHOLD May 2011 NOTICE TO BIDDERS Solid Waste Haul-Disposal Services The Town of Southold will receive sealed bids for solid waste haul-disposal services until the time and at the location herein specified which, will then be opened and publicly read aloud; PLACE: Office Of the Town Clerk Southold Town Hall 53095 Main Road Southold New York 11971 (631) 765-1800 DATE: June 2, 2011 TIME: 10:00 AM (LATE BIDS WILL NOT BE OPENED) The offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equipment and labor for hauling solid waste and disposing solid waste at the Contractor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1, 2007, with the potential for three {3) additional option years (see Section 18.0~ p. 21). Notwithstanding contractual or other legal reasons for terminating this Agreement, this Agreement will be guaranteed for a two (2) year term, through June 30, 2013. Bids must be made in writing on the forms furnished and shall be accompanied by a Bid Guaranty in the Form of certified check, money order, bank draft or standard form letter of credit made payable to Town of Southold, or bid bond, in the sum of one hundred thousand dollars ($100,000.00) wherein the named obligee shall be the Town of Southold. The successful Bidder shall be required to furnish a performance Bond. and insurance in accordance with the instructions in the Bid Solicitation. The bid price shall not include any tax, Federal, state, or local, from which the Town of Southold is exempt. A Bidder may not withdraw his bid within forty-five (45) days after the opening of the bids, but may withdraw his Bid at any time prior to the scheduled time for the opening of bids. The Town reserves the right to reject any or all bids and to waive informalities, should this action be in the best interest of the Town of Southold. 2 Bid Solicitation containing submission requirements, instructions, technical specifications, and bidding forms may be examined free of charge and at the following location on weekdays from 8:00 A.M. to 4:00 P.M.: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Upon payment of non-refundable fifty dollars ($150.00) Bid Solicitation may be picked up at: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Questions regarding the Bid Solicitation should be directed to Mr. James Bunchuck, Southold Town Solid Waste Coordinator at 631-734-7685. Mr. Bunchuck's office is at the Southold Town Transfer Station, located at: Southold Town Solid Waste District 1 Zack's Lane Cutchogue, New York 11935 Entrance to the facility is gained from Cox Lane, off County Rt. # 48. All bidders are encouraged to inspect the Southold Town Transfer Station. Appointments to do so are not required, but may be scheduled by calling Mr. Bunchuck at the phone number above. Elizabeth A. Neville Town Clerk For further information regarding bidding requirements, contact Elizabeth A. Neville (631) 765- 1800. For information regarding Town Of Southold waste program and haul-disposal operations, contact James Bunchuck (631) 734-7685. 3 TABLE OF CONTENTS GLOSSARY OF TERMS SECTION A- SUBMISSION REQUIREMENTS 1.0 Project Purpose 2.0 Schedule 3.0 Examination Of Agreement Documents 4.0 Information to be Submitted 4.1 Contractual Bid 4.2 Supplemental Information 5.0 Bid Format 5.1 Binding 5.2 Form Preparation 6.0 Submission of Bid 6.1 Withdrawal Of Bids 6.2 Questions & Addenda 7.0 Bid Guaranty 8.0 Execution Of Agreement 9.0 Consideration Of Bids 10.0 Selection Of Contractor 11.0 Acceptance of Bid 12.0 Assignment 13.0 Limitation Of Funds Available 14.0 Insurance and Bonds 14.1 Insurance 14.2 Bonds 15.0 Indemnity (Hold Harmless) 16.0 Payments 17.0 Default 18.0 Term of Agreement 19.0 Service Agreement 20.0 Subcontracts 21.0 Rights and Options SECTION B - BID SPECIFICATION 1.0 Requirements 2.0 Program Goals and Objectives 3.0 Potential Regulatory and Operational Changes 4.0 Character Of The Solid Waste 4.1 Quality and Characteristics 5.0 Program Activities 5.1 Collection 5.2 Loading Mode 5.3 Town of Southold Accident and Damage Policy 5.4 NYSDEC Part 360 Permit to Operate 10 11 11 12 13 13 13 15 15 15 15 15 16 16 16 17 17 18 18 18 18 18 20 20 21 21 21 21 22 22 23 24 25 25 25 26 26 26 27 27 27 4 6.0 Haul Services 6.1 Transport Mode 6.2 Work Included 6.3 Equipment 6.4 Weighings 6.4 Routing Mode - Contractor's Responsibility 7.0 Disposal Services Program Activities 7.1 Work Included 7.2 Operational Capacity 7.3 Permit Requirements 7.3.1 Disposal Sites Inside State Of New York 7.3.2 Disposal Sites Outside State of New York 7.4 Weighings 8.0 Safety and Health Regulations 9.0 Operations and Procedures 9.1 Supporting Data SECTION C - TOWN OF SOUTHOLD SOLID WASTE HAUL/DISPOSAL SERVICES 1.0 Intent 2.0 General Bid Statement 3.0 Unit Price Bid Schedule 3.1 Compensation 3.2 Evaluation Unit Bid Price Formula 4.0 Bid Security Acknowledgment 5.0 Information Schedules Information Schedule A Information Schedule B Information Schedule C Information Schedule D Information Schedule E Information Schedule F Information Schedule G Information Schedule H Information Schedule I Information Schedule J Information Schedule K Information Schedule L Information Schedule M 27 27 28 28 29 29 29 30 30 30 31 31 33 33 34 35 36 37 37 41 41 42 42 42 5 SECTION D - APPENDICES Appendix A Sample Operating Agreement Appendix B New York State Department of Environmental Conservation Permit Appendix C Accident Report GLOSSARY OF TERMS ADMINISTRATOR -Shall mean the Coordinator of municipal solid waste (or his agent) of the Town of Southold, New York. AGREEMENT- Shall mean a Form operating agreement set forth by the Town and resulting from this Bid Solicitation between the Town of Southold and the successful Bidder to be executed in 1997. AGREEMENT DOCUMENTS -Shall include the notice to bidders, instructions, bid solicitation, bid Forms, information schedules, proposal, payment bond, bid bond, Agreement, performance bond, certificates of insurance, glossary of terms any general conditions or special conditions, and any addenda. The Agreement Documents will Form a part of the Agreement. AGREEMENT YEAR -Shall mean the period from July 1 _, of a calendar year to _June 30, of the next calendar year. BIDDER -Shall mean any party or parties submitting in proper form a bid to perform the work as specified in the Agreement Documents. The successful Bidder selected by the Town to perform the specified work will thereafter be known as the Contractor. BID PRICE -Shall mean the unit cost to determine the ranking of bidders. BID SOLICITATION-Shall mean this document, specifications, and any bid addenda issued. COMMENCEMENT DATE -Shall mean July 1, 2011_. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) -Shall mean solid waste resulting from the construction, renovation, equipping, remodeling, repair and demolition of structures and roads. Such waste includes, but is not limited to, bricks, concrete and other masonry materials, soil, rock, wood, wall coverings, plaster, drywall, non-asbestos insulation and roofing shingles. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) DISPOSAL SITES -Shall mean any site designated by the Contractor where construction and demolition debris is disposed of in a manner that minimizes environmental hazards and is permitted under the design and operation requirements of 6NYCRR Part 360 or alternatively outside the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. GLOSSARY-I CONTRACT DOCUMENTS - Shall have the same meaning as Agreement Documents. CONTRACT YEAR - Shall have the same meaning as Agreement Year. CONTRACTOR - Shall mean the party contracting to perform the work, or the heirs, executors, administrators, agents, or successors thereof. COORDINATOR - Shall mean the coordinator of municipal solid waste for the Town of Southold. COUNTY - Shall mean Suffolk County, State Of New York. DAILY - Sunday to Saturday, inclusive. EPA - Enviromnental Protection Agency (Federal). HAUL-DISPOSAL SERVICES UNIT PRICE - Shall mean the Contractor's compensation in dollars for each ton of solid waste actually hauled from the Town Of Southold Transfer Station to the Contractor-Designated Disposal Site and disposed of at the Contractor-Designated Disposal Site. HAZARDOUS WASTE - Shall mean (1) any "hazardous waste" as defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.. or "hazardous substance" as defined under the comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or "hazardous waste" as defined under New York Environmental Conservation Law Section 27-0901 et seq., as each such law may be amended from time to time, and the regulations promulgated thereunder, and any analogous or succeeding Federal, state or local law, rule or regulation and regulations promulgated thereunder and (2) any other material which any governmental agency or unit having appropriate jurisdiction shall determine from time to time cannot be processed at the facility because it is harmful, toxic or dangerous. NOTICE OF AWARD - Shall mean written notice from the Town of Southold to the successful Bidder that the Town of Southold intends to award an Agreement to the successful Bidder, subject to compliance with all their terms and conditions of the Agreement Documents. NYSDEC - New York State Department Of Environmental Conservation. OSHA - Federal Williams-Steiger Occupations Safety & Health Act of 1970, plus subsequent revisions. GLOSSARY-2 8 OWNER - Shall mean the Town Of Southold, New York. Also may be referred to as the Town. PERMIT - Shall mean any and all permits, licenses, approvals, certificates of public convenience and necessity, Franchises or authorizations which must be issued by any Governmental Body having jurisdiction thereof to legally enable the Contractor to transport and/or dispose Of construction and demolition debris. PERMITTEE - Shall mean any person issued a valid permit to haul construction and demolition debris or to construct, establish, maintain or operate a construction and demolition debris Disposal Site. RCRA - Resource Conservation Recovery Act (Federal). SOLID WASTE - Shall mean all putrescible and non-putrescible materials or substances, including but not limited to garbage, refuse, rubbish, ashes, agricultural wastes, and offal. (Solid Waste does not include C&D waste, recyclables, hazardous, or infectious waste). SOLID WASTE DISPOSAL SITE(S) - Shall mean any site designated by the Contractor where solid waste is disposed of in a manner that minimizes environmental hazards and Is permitted under the design and operation requirements of 6NYCRR Part 360 - Solid Waste Management Facilities, or alternatively outside of the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. Also may be referred to as Disposal Site(s). SUBCONTRACTOR - Shall mean an individual, firm or corporation having a direct contract with the Contractor for services, equipment, materials and/or labor. GLOSSARY-3 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS, AND AWARD BASIS 10 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS AND AWARD BASIS 1.0 PROJECT PURPOSE 2.0 The Town of Southold expects that it will receive and need to dispose of approximately 10,000 tons of solid waste during the agreement year. It is possible that the Town of Southold will contract with another town to receive and dispose of their solid wastes. If this happens the quantity of wastes to be hauled and disposed of under this Agreement will increase. This Bid Solicitation will ensure Town of Southold's solid waste will continue to be 1) hauled From the Town of Southold Transfer Station to Disposal site(s) and 2) disposed of at permitted Disposal Site(s). SCHEDULE The schedule below is an estimate of the time period leading up to the commencement of the Agreement. Its intent is to provide each Bidder with an idea of when certain events may occur. The dates given are guidelines and should not be construed as firm dates or deadlines due to. the multiple parties involved in the decision making process. EVENT Transfer Station Visits Pre-Bid Conference Bid Opening Town Board Approval Agreement Executed Operations Commencement DATE By Appointment None 10:00 AM Thursday, June 2, 2011 June 7, 2011 On or Before June 29, 2011 July 1,2011 11 3.0 EXAMINATION OF AGREEMENT DOCUMENTS, FAMILIARITY WITH THE WORK It is the responsibility of each Bidder before submitting a Bid to (a) examine th.e Sample Operating Agreement and Agreement Documents thoroughly; (b) visit the site of the Town of Southold Transfer Station; (c) attend and be familiar with the outcome of the pre-bid conference (d) become familiar with conditions at the Town of Southold Transfer Station and Disposal Sites that may affect cost, progress, performance or furnishing of the work; (e) become familiar with and consider all federal, state and local laws, regulations ordinances, permits, approvals and orders that may effect the cost, progress, performance or fumishing of the work: (f) study and carefully correlate the Bidder's observations with the Agreement Documents; and (g) notify the Town Clerk of all conflicts, errors or discrepancies in the Agreement Documents. Reference is made to the following Appendices which contain supplemental information which is attached to and made part of the Agreement Documents: Appendix A: Sample Operating Agreement Appendix B: NYSDEC Part 360 Operating Permit Appendix C: Town of Southold Accident Report Reference is made to the Following information which is available for review by Bidders at the Town Clerk's Office during normal business hours - 8:00 A.M. to 4:00 P.M. Monday through Friday. i. Pending conceptual plans for the proposed Town of Southold Transfer Station. ii. Town of Southold Solid Waste Management Plan. This information is presented solely for the convenience of the Bidders and does not constitute part of the Agreement Documents. Bidders shall form their own conclusions and opinions from this information and shall confirm any information contained therein regarding facilities and equipment through site visits. The Town does not guarantee the accuracy of any information contained in these documents. Before submitting a Bid, each Bidder shall, at the Bidder's own expense, make or obtain any additional inspections, examinations, or 'studies and obtain any additional data and information which may affect cost, progress, performance or furnishing of the work and which Bidder deems necessary to determine its bid for performing and furnishing the work in accordance with the time, price and other terms and conditions of the Agreement Documents. The failure or omission of the Bidder to receive and examine any form, instrument or document, or make required inquiries and inspections, shall not relieve the Bidder from any obligation contained in the Agreement Documents. The Town will be justified in rejecting any claim based on facts or conditions of which the Contractor should have been cognizant. 12 The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Bid Solicitation, that without exception the Bid is premised upon performing and furnishing the work required by the Agreement Documents, and that the Agreement Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performing and furnishing the work. Bidders will be allowed to ask questions regarding the Bid Documents during the pre-bid conference to be held at: Town Hall 53095 Main Road Southold, New York 11971 4.0 4.1 4.2 INFORMATION TO BE SUBMITTED WITH PROPOSAL Contractual Bid For the purpose of assisting the Town in determining the responsible Bidders for this Bid Solicitation, the Bidder is required to submit the following minimum information with his bid: ii. iii. iv. Contractor Bid Form Bid Security or Bid Bond Information Schedules A through M as applicable Supplemental Information as described in 4.2 Supplemental Information In addition to the aforementioned forms, the Bidder is. required to submit the following supplemental information with his bid: Operational Plan: A plan describing the Bidder's assessment of the requested operation set forth in Exhibit M. This section shall be divided into the following subsections: o Haul A detailed summary of requirements for manpower, materials and supplies, mobile equipment, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. 13 ii. iii. iv. o Disposal A detailed summary of requirements of site capacity, useful life, hours and days of the week, operation, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. A copy of the current Permits to Construct and Permits to Operate shall be included. If the Solid Waste Disposal Site is located outside the State of New York, a copy of the current applicable laws and regulations governing the design, construction and operation of the Disposal Site shall additionally be included. Litigation: A section briefly describing any current litigation which in any way may affect the Bidder's operational capability of useful life of the Solid Waste Disposal Sites. Subcontractors: If the Bidder intends to use one or more subcontractors to complete any portion of the work, the Bidder must so indicate this intent in its Bid. The Bidder is advised that any Agreement awarded will be contingent upon the use of the subcontractor(s) so identified. In the event that the Bidder desires to change the number or identity of such subcontractor(s), the proposed change must be submitted to the Town for approval. No such change shall be made without the Town's approval. In addition, it is the policy of the Town of Southold to encourage the participation of Minority Business Enterprises (MBE's) and Women- Owned Business Enterprises (WBE's) on Town projects. For this reason, the Agreement will require Contractor to use its best efforts to include among its subcontractors MBE and WBE firms. In the event the successful Bidder intends to subcontract in excess of twenty-five percent (25%) of the work, the Bidder will be required to submit to the Town an MBE/WBE Utilization Plan acceptable to the Town prior to the Town's execution of the Agreement. Disposal Site Subcontractor: In the event the Bidder does not own the Disposal Site identified in its Bid, the Bidder shall furnish a statement, signed by an authorized representative of the Disposal Site, which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents. THE SUPPLEMENTAL iNFORMATION REQUIREMENTS MAY BE SATISFIED BY INCLUDING A REFERENCE TO AN INFORMATION SCHEDULE (A-M) IF THE SCHEDULE PROVIDES THE INFORMATION REQUESTED AND IS INCLUDED IN THE BID. 14 5.0 5.1 5.2 6.0 6.1 BID FORMAT Binding The document(s) if bound shall be in a manner that will provide for easy evaluation access (to lie flat when opened). Priming on both sides of the sheets, provided a quality paper is Utilized that will prevent the type from showing through, is acceptable. Paper with substantial recycled content is preferred. Form Preparation Bids shall be submitted in the form described in this Bid Solicitation. All blank spaces for bid prices shall be properly filled in, in ink or typed, in both words and numerals for all bid categories required. In the event a price shown in words and its equivalent shown in figures do not agree, the written words shall be binding on the Binder. BIDS SHALL NOT BE QUALIFIED, MODIFIED, LIMITED OR RESTRICTED IN ANY WAY. In the event a specification is not applicable, it shall be so indicated. Incomplete bids may not be considered, depending on the nature of the missing information. SUBMISSION OF BID Each Bidder shall submit six (6) separate complete sets of his Bid which shall be enclosed in a sealed opaque envelope plainly marked on the outside with the title of the work and the name and address of the Bidder. No Bid will be considered unless filed on or before the time and at the place designated in the Notice to Bidders. Bids received after the time set for the opening will be returned to Bidders unopened. When sent by mail, preferably registered, the sealed Bid, marked as above, should be enclosed in an additional envelope similarly marked and addressed to: Office of the Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 Bids received prior to the time of opening will be kept securely unopened. No bid received thereafter will be considered. Withdrawal of Bids Any Bidder will be given permission to withdraw its Bid upon receipt of a properly notarized written request made no later than the time set for opening. At the time of opening of the bids, if such Bid is included, it will be returned to the Bidder unopened. No bid may be withdrawn after opening until execution of the Agreement or rejection of all bids as provided herein. 15 6.2 Questions & Addenda All questions about this Bid Solicitation must be submitted in writing to the following: Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 No alterations to this Bid Solicitation will be considered valid unless in writing and issued as Addenda. All such addenda shall become part of the documents and all Bidders shall be bound by such addenda, whether or not received by the Bidders All questions must be received at least ten (10) calendar days before bid opening in order to be answered. It shall be the Bidder's responsibility to make inquiries concerning any addenda issued. All addenda will be on file at the Town Clerk's office at least twenty-four (24) hours before bids are opened. The Town will not be bound by oral clarifications. 7.0 BID GUARANTY 8.0 Each Bid must be accompanied by a bid guaranty (Section C, Schedule 5.0.K), without condition or qualification, which shall be in the sum of one hundred thousand dollars ($100,000.00). The guaranty may be certified check, bank draft, money order, standard form irrevocable letter of credit, or a bid bond in the form attached. The bid bond shall be secured from a surety company authorized to do business in the State of New York as a surety. No Bid will be considered unless it is accompanied by the required guaranty, certified check, money order or bank draft must be made payable to the order of the Town of Southold. The bid bond shall name the Town as the obligee. Cash deposits will not be accepted. The bid guaranty shall ensure the execution of the Agreement and the furnishing of the surety bond or other required bonds by the successful Bidder, all as required by the Agreement Documents. All guaranties will be returned within ten (10) days after the execution of the Agreement and required bonds insurance and other Agreement Documents are received from the successful Bidder. EXECUTION OF AGREEMENT/FURNISHING OF BONDS The successful Bidder, or its legally authorized representative, shall be required to appear in person within ten (10) days of the Notice of Award by the Town at the place and time designated by the Town to execute the Agreement and other Agreement Documents for Haul/disposal services. The successful Bidder shall, at its own cost and expense, procure, execute and deliver to the Town the following documents within ten (10) days of formal Notice of Award by the 16 Performance Bond - A Performance Bond shall be in an amount of one million five hundred thoushand dollars ($1,500,000.00). This bond (as shown by example in Section C, Schedule 5.0.L), shall be maintained at the Contractor's own expense for the term of the Agreement. Failure or refusal of the successful Bidder to execute and/or deliver such bond within the time designated, shall constitute a breach of such Bidder of the Agreement created by the Town's acceptance of the bid. In such event, the Town may determine that such Bidder has abandoned the Agreement and the Town shall be entitled to take action for any and all damages it may suffer as the result of such breach. The Town's rights in this regard shall include but not be limited to a claim against the bid bond provided. The Town specifically reserves any and all other rights against the Contractor as a result of his failure to perform as required by these documents. 9.0 CONSIDERATION OF BIDS The Town of Southold reserves the right to reject any/or all bids for haul and disposal services if such action is deemed to be in the best interests of the Town. To be considered responsive to this Bid Solicitation, each Bidder shall: Provide equipment, labor, maintenance and management services to haul and dispose of solid waste from the Town of Southold Transfer Station to Contractor designated Solid Waste Disposal Site(s) as set forth in Section B - Bid Specifications. B. Reserve and provide a minimum available capacity of 15,000 tons (52 weeks/year) yearly, allowing for seasonal and other peak periods. Provide evidence of all current valid state and Federal permits, licenses, local ordinances, etc., required by law to receive solid waste at the designated Disposal Site(s). D. Provide evidence of physical and financial capability to perform services described in the bid specifications. 10.0 SELECTION OF CONTRACTOR Bids will be evaluated only if accompanied by the approved form of bid guaranty. Only bids solicited from firms or combinations thereof, who have sufficient management, engineering capabilities, operating, and maintenance experience to fulfill the Town's goals and comply with the applicable local, state, Federal laws, ordinances, regulations e.g. New York State Department of Environmental Conservation, Resource Conservation Recovery Act and Federal Environmental Protection Agency guidelines will be accepted. The Town will review the bids and make a selection recommendation based on the evaluation criteria included in this Bid Solicitation or take such other action as it deems in its best interest. 17 Any agreement awarded hereunder will be to the responsible Bidder whose Evaluation Unit Bid Price is the lowest. The Town of Southold reserves the right, in its sole discretion, to reject at bids submitted in response to this Bid Solicitation. 11.0 ACCEPTANCE OF BID The acceptance of a Bid will be a Notice of Award signed by a duly authorized representative of the Town, and no other act of the Town shall constitute the acceptance of a Bid. The acceptance of a Bid shall bind the successful Bidder to execute the Agreement and other Agreement Documents. 12.0 ASSIGNMENT The successful Bidder to whom any Agreement shall be let, granted, or awarded shall not assign, transfer, convey, sublet, or otherwise dispose of the Agreement or of his right, title, or interest therein or his power to execute such Agreement, to any person or corporation without the prior written consent of the Town. 13.0 LIMITATION OF FUNDS AVAILABLE 14.0 14.1 The Contractor specifically agrees that any Agreement shall be deemed executory only to the extent of the funds appropriated for the purpose of the Agreement and that no liability shall be incurred by the Town beyond the funds appropriated on the date of execution of the Agreement by the Town for the said purpose. INSURANCE AND BONDS Insurance For the period from Agreement commencement date until one (1) year after Agreement termination date, Contractor must maintain insurance acceptable to the Town in the kinds and amounts set forth below. All such insurance coverage, shall be provided by companies licensed to do business in New York State and the state in which the Disposal Site(s) is (are) located. The Town of Southold and its agent shall be named as an additional insured and coverage shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Within ten (10) days of the Notice of Award, Contractor shall furnish to the Town, certificates of insurance, in a form satisfactory to the Town Attomey, evidencing such insurance. The kinds and amounts of insurance are as follows: A. Contractor's Insurance - Insurance for liability for damage imposed by law of kinds and in the amounts hereinafter provided covering all work under the Agreement, whether performed by Contractor or his subcontractors. The kinds and amounts of insurance are as follows: 18 (1) Worker's Compensation Insurance - A Policy coveting the operations of the Contractor in accordance with the provisions of Chapter 41 of the Laws of 1914 as amended, known as the Worker's Compensation Law, coveting all operations Of the Contractor, whether performed by him or by his subcontractors. The Agreement shall be void and of no effect unless the person or corporation making or executing same shall secure compensation coverage for the benefit of, and keep insured during the life of said Agreement such employees in compliance with provisions of the Worker's Compensation Law. (2) General Liability (Comprehensive Form) Insurance - Contractor's liability insurance issued to and covering legal liability of the Contractor with respect to all work performed by him under the Agreement. The following insurance coverage shall be included: (a) Independent Contractor's Protective Liability - Coveting work performed by subcontractors. (b) Completed Operations or Product Liability. (c) Contractual Liability. (d) Broad Form Property Damage (e) Personal Injury. NOTE: If any of the rating classifications embody property damage exclusions C or U, coverage for eliminating such exclusions must be provided. Coverage for the above will be required in not less than the following amounts: SiNGLE LIMITS OF LIABILITY: AGGREGATE LIMITS OF LIABILITY: $1,000,000.00 $10,000,000.00 (3) Automobile Liability Insurance - Policy shall include coverage for all owned as well as non-owned and hired vehicles, and limits shall not he less than the following amounts: BODILY INJURY LIABILITY Aggregate: $3,000,000.00 Each Person Each Occurrence $1,000,000.00 PROPERTY DAMAGE LIABILITY Aggregate: $3.000,000.00 Each Occurrence $1,000,000.00 19 14.2 Bonds Prior to the execution Of the Agreement. the successful bidder shall furnish to the Town a Performance Bond wherein the named obligee is the Town of Southold. The Performance Bond's purpose is to secure the faithful performance of the Agreement. The bond' amount shall be set forth in Section A-8.0. The bond shall be executed by a surety company approved by the Town authorized to do business in the State of New York and with an office or representative in Suffolk County, New York. The form shall be acceptable to the Town of Southold and shall have a term through the completion of services. As an a alternative to the Performance Bond, the successful Bidder may furnish a certified check, bank draft, money order, or a standard form irrevocable letter of credit, certified check, bank draft or money order must be made payable to the order of the Town of Southold. The standard form irrevocable letter of credit shall be in a form acceptable to the Town of Southold. In the event the Contractor secures a Performance Bond from any of its subcontractors, said bond shall also name the Town of Southold as a dual obligee. Should the Town designate another public or private gent of contract administrator, the same or others shall be added as additional named obligee at no added costs to the Town, upon written request from the Town. 15.0 INDEMNITY (HOLD HARMLESS) Contractor shall agree to defend, indemnify and save hannless the Town against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attomey's fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the carrying out of or the performance of the terms of such Agreement, or the failure to carry out any of the revisions, duties, services or requirements of such Agreement, whether such losses and damages are suffered or sustained by the Town directly or its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of the Contractor's employees and agents who may seek to hold the Town liable therefor. This indemnity shall include any and all claims, penalties or other losses or damages incurred by the Town as a result of enforcement or other proceedings by Federal, state or local government agencies relating to Contractor's Disposal Site(s) operation. This obligation shall be ongoing, survive the term of the Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments. The Bidder agrees to join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all necessary appeals which may be necessary, in the opinion of the Town. 20 16.0 PAYMENTS Contractor shall receive monthly payments for services performed during the prior calendar month upon submission of an invoice (with a Town voucher) that shall contain an itemized list of municipal solid waste haul trips from the Town of Southold Transfer Station including the tonnage of municipal-solid waste and the manifest number for each load of mnnicipal solid waste removed. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. Contractor's monthly invoice shall include a daily summary of tonnage received by Contractor at the' Transfer Station. The Town shall be entitled to deduct from any payment owing to Contractor any sums expended by the Town to cure any default or other non-compliance by Contractor. 17.0 DEFAULT In the event the Contractor fails to perform its obligations under the Agreement, the Town may terminate such Agreement, and the Town may procure the services from other sources and hold the Contractor responsible for any excess costs incurred and deduct from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. 18.0 TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to terminate the Agreement at any time after Year Two (i.e., after dune 30, 2013) of the Agreement for the purpose of entering into an inter-municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. 19.0 SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permif status of its Disposal Site. In the event that Bidder wishes to submit a bid for a Disposal Site for which Bidder does not currently have all necessary federal and state permits, Bidder shall at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing to the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. This is a full service Agreement and failure of the successful Bidder to provide the identified Disposal Site or acceptable alternative Disposal Site, on or after the commencement date for services under the Agreement Documents awarded hereunder shall constitute a breach of this Agreement. The Bidder accordingly shall not he excused from it obligations 21 hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. 20.0 SUBCONTRACTS In the event Bidder does not own the Disposal Site identified in its bid prior to execution of the Agreement, Bidder shall: (1) furnish to the Town a copy of the signed Agreement between Bidder and the Disposal Site Contractor which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents; (2) require the Disposal Site Contractor to furnish to Contractor and the Town a performance bond guaranteeing the availability of the Disposal Site throughout the term of the Agreement; (3) require the certificates Contractor to provide insurance naming the Town as additional insureds on all policies maintained by Contractor. 21.0 RIGHTS AND OPTIONS The Town of Southold, New York, reserves and holds at its discretion the following rights and options upon issuing this Bid Solicitation: To award an Agreement to the candidate whose bid is judged to be the lowest responsible bid pursuant to Section 103 of the General Municipal Law of the State of New York. 2. To reject any and/or all bids. 3. To issue subsequent bid solicitations. 4. To issue additional and subsequent solicitations for statements of qualifications and conduct investigations or interviews with respect to the qualifications of each Bidder. 5. To designate another public body, private or public agency, group, or authority to act in its behalf for evaluation and Agreement negotiations. 6. To designate another public body, private or public agency, group, or authority to act in its behalf for contract administration of this project at any time during the Agreement period. 22 SECTION B BID SPECIFICATIONS (TECHNICAL/MANAGEMENT) SECTION B BID SPECIFICATIONS 23 1.0 TECHNICAL/MANAGEMENT REQUIREMENTS This request for bids is issued for the Town of Southold, State of New York, Town Hall, 53095 Main Road, Southold, New York, 11971 (Telephone (516) 765-1800) The effort, shall be known as the Town of Southold Solid Waste Transport and Disposal Service. The Town of Southold desires tO issue an Agreement with a qualified Contractor to haul and dispose of a portion of its Solid Waste. The Town will need to dispose of approximately 10,000 tons of solid waste during the agreement years The Contractor will ensure the Town that solid waste will continue to be; 1 ) hauled from the Town of Southold's transfer Station to disposal site(s), and; 2) disposed at permitted disposal site(s). The following general services are sought in this request: 'HAUL Provide equipment, labor, maintenance, management and policies to operate a transportation system for hauling solid waste from the Town of Southold transfer Station to Contractor designated disposal site(s) as set forth herein. Transportation equipment shall be in accordance with New York. State Department of Transportation, Interstate Commerce Commission, United States Department of Transportation, as defined in the Code of Federal Regulations, or other applicable state and federal regulatory requirements. · Disposal Reserve capacity and provide equipment, labor, maintenance, management and policies to receive and dispose of solid waste from the Town of Southold Transfer Station as set forth herein. The Contractor's New York State Solid Waste Disposal Site(s) must be in compliance with all State of New York Department Of Environmental Conservatioffs and U.S. Government's Regulatory requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. Disposal Sites outside New- York State shall be permitted by applicable local, state and Federal laws including RCRA and Subtitle D and regulations deemed by the Town to be no less protective of the environment than those outlined in this specification. Disposal alternatives that will be considered include land disposal, incineration, composting, etc., as long as they comply with regulatory requirements and environmental standards. 24 2.0 3.0 4.0 PROGRAM GOALS AND OBJECTIVES The goal of this project is the continued safe and reliable hauling and disposal of the solid waste materials from the Town Of Southold Transfer Station at minimum cost to the citizenry. It is also the objective of the Town of Southold to ensure that the haul-disposal operations proceed according to the provisions of this document and subsequent agreements/amendments are upheld. POTENTIAL REGULATORY AND OPERATIONAL CHANGES During the term of the Agreement, there may be a number of regulatory and operational changes which may affect the quantities and types of solid waste received at the Town of Southold Transfer Station and delivered to the Disposal Site; the manner in which solid waste is handled by the Town prior to the loading of waste for transfer; and the equipment maintained and used by Town forces in the handling of waste to be transferred. This Agreement will not provide any guarantees with respect to the volume of waste to be hauled and/or disposed of by Contractor or the specific operational techniques and/or equipment to be employed by the Town in the handling of waste at the Town transfer station. The Town reserves the right to designate another public body, private or public agency, group or authority to act in its behalf for administration of the Agreement at any time during the term of Agreement. CHARACTER OF THE SOLID WASTE The wastes which are to be hauled and disposed of under terms of this bid solicitation are to include typical municipal wastes fi.om a rural community. This will include all waste types generated in private households, and, therefore, can include broken furniture, small appliances, and other wastes generated in a private home or apartment as allowed under 6NYCRR Part 360- 1.2(a) regulations and the Garbage, Rubbish and Refuse Law, Chapter 48 of the Code of the Town of Southold. Commercial waste may also be included in the solid waste stream. It may include any waste which is typically disposed of in dumpster or roll-off type container boxes at restaurants, small businesses, light industries, hospitals, office buildings etc. It should not include any wastes covered by special waste permits Such as pathogenic or hazardous materials, but the Town cannot guarantee that the waste stream does not contain same. Special costs associated with handling noncompliance loads will be compensated under Forced Accounting (Appendix A-9). 25 4.1 5.0 5.1 Quality and Characteristics The Town Of Southold's historical solid waste quantities and characterization data are Available upon request. MSW Tonnage disposed in under contract in 2006 totaled approx. 9,000 tons. Bidders are cautioned that actual quantities may differ significantly from these data. Recycling programs may affect the quantity and characteristics of the waste received at the Town of Southold Transfer Station. If the Contractor discovers any non-compliance waste (hazardous, regulated medical or special wastes), the Contractor shall notify the Town and dispose of [he noncompliance waste in accordance with local, state and Federal regulations. Compensation for such waste disposal services shall be provided for under Forced Accounting (Appendix A~9). The Town makes no specific representations in the foregoing disclosure. PROGRAM ACTIVITIES Collection The Town of Southold Transfer Station is open 7 days a week, except holidays, from 7:00 A.M. to 5:00 P.M. The Contractor will be expected to collect and remove solid waste from the Transfer Station during the following hours: Monday through Friday 7:00 A.M. to 4:00 P.M. The Transfer Station is closed on the following holidays: New Year's Day Martin Luther King Day President's Day Easter Sunday Memorial Day Independence Day Labor Day Columbus Day Election Day Veteran's Day ½ Thanksgiving Eve Thanksgiving Day ½ Christmas Eve Christmas Day ¼ New Years Eve The Contractor must make transfer containers available for loading seven days a week. if requested, between 7:00 A.M. and 4:00 P.M. Removal of waste on Sundays is not always required. The Contractor will be expected to provide enough containers to empty the Transfer Station tipping floor on a daily basis, delivery and staging of an adequate number of containers for this propose will be coordinated with Transfer Station Staff as needed. 26 5.2 5.3 Loading Mode The Contractor shall fully prepare transfer containers for loading, including assuring that container covers or empty containers are left open. [SEE NOTE AT END OF SECTION 6.3.] Solid Waste will be loaded by the Town at its Transfer Station using a front end wheel loader. After loading, Contractor will bring transfer containers to the Town's track scales for weighing to prevent overloading and to document haul and disposal tonnages. Contractor will then cover (tarp) his load prior to leaving the site. If required by any local, state or Federal regulations or law, the contractor shall provide sealed containers for loading. This service shall be at the Contractor's expense and included in the unit price bid. Town Of Southold Accident and Damage Policy The Contractor shall be required to prepare an Accident Report (See Appendix C) Of any accidents and/or damage that occur while performing services under the term of the Agreement. The Town of Southold shall immediately be notified of any major occurrences such as bodily injury of structural damage to the Town's Transfer Station. An Accident Report will be submitted to the Town within twenty-four (24) hours containing the date, time, location, and complete description of all incidents. The offending Parts or representative/e thereof shall also be recorded and required to sign the accident/damage report prior to departing.the Town of Southold Transfer Station. All accident and/or damage reports will be included in reports to the Town 5.4 NYSDEC Part 360 Permit to Operate The Town Of Southold operates the Transfer Station under a New York State Department of Environmental Conservation (NYSDEC) Part 360 Permit to Operate. A copy of NYSDEC Permit is included as Appendix B. 6.0 HAUL SERVICES For Solid Waste Haul-Disposal Services-Agreement, the following services will include the tasks, responsibilities and performance required as outlined herein. 6.1 Transport Mode The Town will consider a transportation mode of track or truck and rail under this solicitation. 27 6.2 6.3 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items without limitations, to maintain a reliable haul services operation in a manner that will meet the needs of the Town of Southold. · Management and operation of a fleet of track and/or rail containers to accommodate the transport of solid waste from the Town transfer Station to Solid Waste Disposal Site(s) in accordance with all local, state, and Federal regulations. [SEE NOTE AT END OF SECTION 6.3.1 · Financial liability and maintenance responsibility of transport equipment, i.e., dump trailers, transfer trailers bulk material containers, vehicles, personnel and services for open-top loading solid waste hauling activities. · Coordination of haul services with disposal services. Eq~pment The Contractor shall provide reliable refuse handling and other essential ancillary equipment, along with personnel to operate and maintain a reliable haul services system in a manner that will satisfy the needs of the Town of Southold. The minimum level of haul services equipment acceptable to the Town to support the haul operation includes open-top trailers and bulk material containers. The Contractor will supply additional open-top trailers and containers, etc. UNDER THIS SOLICITATION, THE TOWN WILL REQUIRE THE CONTRACTOR TO STAGE AN ADEQUATE NUMBER OF TRANSFER TRAILERS TO ACCOMMODATE THE ANTICIPATED WASTE STREAM COMFORTABLY. While the Town will not dictate the exact number of trailers to be placed, typically, this means the Contractor will need to plan on having three (3) or four (4) trailers at the Transfer Station at any given time. The contractor must assure the Town that an adequate reserve supply of equipment exists to haul and dispose of the daily and seasonal solid waste including unpredictable surges or delays due to inclement weather and that transport equipment storage requirements will meet the Town of Southold Transfer Station requirements. Each bidder is therefore responsible for familiarizing itself with the Town of Southold Transfer Station site. solid waste, etc., to assure equipment compatibility· Transport equipment used at the Southold Town Transfer Station may be open-top bulk material containers, dump trailers, roll-off containers or open-top transfer trailers, provided that all such equipment is suitable for convenient loading given existing configurations of the Town of Southold Transfer Station. All Transport equipment, including equipment involved in any interim transfer operation (i.e., any transfer of Southold Town MSW into other vehicles/containers prior to disposal) shall be: 1) Registered with the State of New York Department of Motor Vehicles or equivalent agency; 2) designed to preclude spillage of waste; 3) loaded 28 6.4 6.5 7.0 within their design capacity and New York State Department of Transportation regulations; 4) well maintained in good working order. Corroded defective, bent, deformed or punctured trailers, roll-off boxes, or other containers of waste materials shall not be utilized at any time. Suitable covers shall be provided and used while transporting solid waste in open-top transport equipment. The bidder shall clearly indicate [he quantity and type of transport equipment/vehicles it plans to use, their availability date, state of repair, and that such units are compatible with the Town of Southold Transfer Station scales and New York State DOT regulations, United States Department of Transportation, as defined in the Code of Federal Regulations or equivalent. The Contractor will promptly remove from use any transport equipment/vehicle that does not conform with these requirements and replace it with an acceptable unit. The Contractor shall maintain its own off-site maintenance shop facilities for servicing the transport equipment and vehicle fleet, unless it elects to subcontract for these services. No major maintenance may be done at the Town of Southold Transfer Station site. NOTE: In the course of this Agreement, the Town may, at its discretion, provide I or more transfer trailers for use by the Contractor. The Town warrants that any such equipment provided would be compatible with hauling vehicles (tractors) generally standard in the waste hauling industry. In the event that the Town wishes to provide such equipment for use by the Contractor, the Contractor together with the Town shall develop an addendum to this agreement governing such use. Weighings The Town of Southold will provide certified weighing at the Town of Southold Transfer Station. The Contractor will accept these weights for invoicing purposes. All weights will be generated on current certified weigh scales. Routing Mode - Contractor's Responsibility Contractor will have the right to select the route(s) for travel from the Town of Southold transfer Station to the Disposal Site(s). Contractor warrants and guarantees that, in selecting and utilizing such route(s), Contractor will insure that it is not violating any applicable motor vehicle height (overpass clearance), motor vehicle weight restrictions, local ordinances or Interstate Commerce Commission regulations. Contractor will indemnify and hold the Town harmless from any claims, fines and other damages assessed upon or incurred by the Town as a result of any violations of applicable restrictions or regulations relating to the routes traveled by the Contractor. DISPOSAL SERVICES PROGRAM ACTIVITIES For Solid Waste Haul~Disposal Service Agreement, the following disposal services will 29 include the tasks, responsibilities and performance requirements as outlined herein· 7.1 7.2 Work Included The Conlxactor shall provide the following major essential services or equipment and any other non-specified items, without limitations, to maintain a reliable disposal services operation in a manner that will meet the needs of the Town Of Southold. · Liability insurance, performance and payment bonds. · Safety equipment. Operational Capacity The bidder shall identify in its proposal, the following information: · Disposal Site capacity· · Flexibility of Disposal Site capacity to allow for seasonal variances in waste generation and sufficient to permit service in the tonnages bid. · Hours and days of the week that the designated Disposal Site will be open for receiving solid waste from the Town of Southold, including weekends, holidays and special closure periods. 7.3 Permit Requirements Throughout the term of Agreement that may result from this Bid solicitation, the Contractor must maintain all current and valid local, state and Federal permits, licenses, or other authorizations, (either temporary and permanent) which are required by law to receive solid waste at any and all Disposal sites designated by the bidder· Because of the varying terms of Solid Waste Disposal Site permits, it is possible that a permit will expire during the term of Agreement. The responsibility of obtaining and/or renewing a permit to operate is solely upon the Contractor. In the event a Contractor fails to maintain or obtain any necessary current and valid local state and Federal Permits., licenses, or other authorizations, allowing the lawful use of its designated Disposal Site then the Contractor will be solely responsible for obtaining the utilization of an alternate Solid Waste Disposal Site at no additional cost to the Town including any additional hauling cost because of the location of the alternate Disposal site. Under no circumstances shall such a change in Disposal Site or failure or inability to obtain permits by the Contractor be considered a change in conditions, in the event the Contractor is unable to find an alternate Disposal Site, it shall be deemed to be in default of the Agreement and liable for damages, bonds forfeitures and other expenses as 30 provided in the Agreement. In the event the individual and/or entity submitting a bid in response to this bid solicitation is not the individual and/or entity named as the permit holder on any necessary current and valid local, state or federal permits, licenses or other authorizations, required by law to receive solid waste at any disposal site designated by the bidder or any altemate disposal site, the bidder is required to provide satisfactory evidence to the Town of Southold of a binding contractual relationship between the bidder and the permit holder which provides the bidder with the irrevocable right to utilize the solid waste disposal site during the term of Agreement, or portion thereof, in a manner which is in complete compliance with this bid solicitation and the bidder's bid submission. The agreement between the bidder and the permit holder shall include provisions that: Provide Town with the right to discuss operational matters with the permit holder whenever necessary. Require the permit holder to comply with directives of the Town which are consistent with and pursuant to the Agreement which shall result from this bid solicitation. 7.3.1 Disposal Sites Inside State of New York The Contractor's Solid Waste Disposal Sites, if located within the State of New York, must be in compliance with all State of New York Department of Environmental Conservation's and U.S. Environmental Protection Agency regulators requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Site must have valid construction and operating permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. Disposal alternatives that will be considered include land disposal, waste to energy (incineration), composting, etc., as long as they comply with all the above governing regulators requirements and environmental standards. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. No Disposal Site shall be acceptable unless it poses no significant threat to the environment and its design, construction and operation complies with all applicable laws. 7.3.2 Disposal Sites Outside State of New York The Contractor's Solid Waste Disposal Sites, if located outside the State of New York 31 must be in compliance with all the applicable local, state and Federal laws and regulations and U.S. Environmental Protection Agency regulatory requirements, e.g. Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Sites must have valid construction and operation permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. If the Solid Waste Disposal Site is a landfill, it must comply with the following minimum standards: · Liner System. All proposed landfills under the Agreement shall be provided with at least a single liner system to restrict the migration of leachate and prevent pollution of underling soil or groundwater. Liner systems shall consist of low permeability soil admixtures, clays or synthetic materials. Liners are at a minimum to consist of materials having a demonstrated hydraulic conductivity and chemical and physical resistance not adversely affected by waste emplacement or sanitary landfill leachate, including synthetic geo-membranes and soils such as clay or other semi-impervious admixture. Liner systems may consist of an impervious liner composed of at least two feet of clay with demonstrated hydraulic conductivity oflx 10-> cm/sec or a synthetic single lining system of a thickness of at least 60 mils. Thicknesses down to 40 mils may be acceptable for composite liners which include impervious clay. Foundation: The proposed landfill shall be designed and constructed on an appropriate foundation which provides firm, relatively unyielding planar surfaces to support the liner system and which is capable of providing support to the liner and resistance to the pressure gradient above and below the liner resulting from settlement, compression or uplift. Leachate Collection: The proposed landfill shall be equipped by a leachate drainage and removal system. The leachate drainage system-shall consist of collection pipes and a drainage layer. The system shall be designed to ensure that the leachate head on the liner does not exceed one foot at any time. A leachate removal system shall be provided to remove leachate within the drainage system to a central collection point for treatment and disposal. Leachate Treatment and Disposal: Leachate shall be treated and disposed of in accordance with all applicable taws, including applicable pretreatment standards and discharge limitations. Gas Collection and Venting: The proposed landfill shall be equipped with a suitable gas collection and/or venting system which complies with all air pollution requirements and other applicable laws. 32 7.4 8.0 Surface Drainage Systems: The proposed landfill shall be designed with an appropriate surface drainage system which isolates the landfill from adjacent surface water drainage in a controlled manner, as well as controlling run-off from the landfill itself. Monitoring System: The proposed landfill shall be equipped with appropriate systems to monitor groundwater quality, gas production, leachate volume, quantity, slope and settlement status. The number and location of ground water monitoring wells shall be sufficient to define and detect any potential migration of contaminants. However, no fewer than one up-gradient monitoring well and two down-gradient monitoring wells shall be provided in any event. A regular sampling and analysis program shall be in place to verify that no groundwater contamination results from the landfill. Closure: The proposed landfill shall have in place a written closure plan which conforms to applicable taws and standard industry practice. The closure plan shall, be designed to insure that contamination does not spread from the landfill during) the post closure period. Bidder must clearly specify their intended disposal alternatives and support same with copies of appropriate experience, site location, permits, agreements et al., as outlined in this bid solicitation. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. The Contractor shall 13e solely and completely Responsible for any and all liability relative to contractor's failure to dispose of solid waste at an approved site. Weighings The Town will compensate the Contractor for waste material hauled and disposed of on a net tonnage basis (short tons = 2000 pounds). The certified weighings will be made at the Southold Town Transfer Station. The Disposal Site will accept these weights for invoicing purposes. Alt weights will be generated on current certified weigh scales. In the event of any dispute over differences in net weights between the Town and Disposal Sites scales and weight records, the Town may make payment upon the weight it deems to be most correct, until the dispute is reconciled. Any claims for differences must be filed in writing within sixty (60) days of occurrence or the Town's calculation shall be deemed final and binding between the parties. SAFETY AND HEALTH REGULATIONS The Contractor shall comply with all current Federal Department of Labor, Safety and Health Regulations under the Occupational Safety and Health Act, 1972 (PL 91-596) and Section 107, Agreement Work Hours and Safety Standards Act (PL 91-54). Specific consideration shall be given, but not limited to the following major areas: 33 Co Maintenance safety procedures - guards and Shields on dynamic equipment, guards, railings, electrical lockouts, vehicle wheelblocks, audio vehicle backup alarms, vehicle wheel chocks, etc. Employee safety orientation, education, teaching, first-aid training, cardiopulmonary resuscitation, etc. Noise and dust control, ear protection, respirators, hard-hats, safety shields, glasses, protective clothing, sanitary facilities, etc., Fire and explosion preventions, control, equipment (fire blankets, extinguishers, first aid hoses, etc.) and personnel escape alternatives. Traffic flow control patterns. Accident or injury reporting system (the Town shall received copies of al reports and immediate verbal notification). g. Employee health safeguards. h. Mechanic's lien safeguard against work interference. The Contractor shall comply with all local, state and Federal regulations, laws and Statutes, which apply to the work and to safety in particular. The Contractor shall comply with New York State Department of Labor current requirements. The Contractor shall be solely and completely responsible for operational safety during performance of the Agreement. The obligation exists twenty-four (24) hours a day, each and every day throughout the term of the Agreement. The Town of Southold shall not have any responsibility for means, methods, sequences of techniques selected by the Contractor for safety precautions and programs, or for any failure to comply with laws, rules, regulations, ordinances, codes or orders applicable to the Contractor furnishing and performing the services under the terms of the Agreement. 9.0 OPERATIONS AND PROCEDURES The Contractor will be required, prior to commencement of operations, to provide the following operational plans to the Town for review and acceptance. Revisions, modification's, and updates shall be forwarded to the Town throughout the term of the Agreement. Organization personnel and structure, showing the chain of command, names and telephone numbers and staffing requirements. 34 9.1 Operational plan - shifts, hours, etc. Safety, disaster, and emergency procedures. Transportation plan, including available transport equipment, vehicle fleet and reserve capabilities. Inclement Weather Plan - This shall describe the bidder's plan should inclement weather alter normal daily operations as described in the bidder's operations plan. The inclement weather plan shall include hauling operations and disposal operations. The bidder's means of assessing inclement weather conditions (weather and road conditions), method of reporting to the Town and the alternatives shall be described. Supporting Data In the event the Town requires any information in support of Town held licenses and permits at the Town, County, State and Federal level, the Contractor will be required to furnish all licenses, permits and inspection reports regarding equipment and disposal sites which may be required by Town, County, State or Federal law. In the event the Contractor requires any information in support of Contractor held licenses and permits at the Town, County, State and Federal level, the Town will cooperate in furnishing such information as it applies to the Southold Town operations. Operating (hauling and disposal) records shall be considered essential to the operation. The Contractor shall keep these data in an organized fashion that allows for easy retrieval and analysis. The Town, or its designee, may upon 24 hours notice inspect the contractor's records. Such records shall he kept, available by Contractor for a period of two (2) years after termination of this Agreement. In the event the Town requires additional .information for reporting purposes, the Contractor will supply same. The Town, or its designee, may call upon the Contractor at anytime for an oral review of any technical matter. The Contractor shall file and update the following information as specified herein. Items Haul Equipment (Schedule H) Haul Accident Report (Appendix C) Disposal Accident Reports Licenses, Permits and Inspection Reports Part 360 Permit All Bid Information Schedules Due as changes occur on occurrence on occurrence on occurrence as changes occur as changes occur 35 SECTION C CONTRACTOR BID FORM 36 SECTION C TOWN OF SOUTHOLD SOLID WASTE HAUL-DISPOSAL SERVICES CONTRACTOR BID FORM 1.0 INTENT The undersigned hereby recognizes that these documents are complementary and are intended to provide for uniformity in bid evaluations. The formal Agreements resulting from this Bid Solicitation shall be in a form provided by the Town. These documents are intended to depict complete Solid Waste Haul-Disposal Services Agreement and therefore any discrepancies contained in the documents, of the omission from the documents of express reference to any work which obviously was intended under the Agreement, shall not excuse or relieve the Bidder from fumishing the same. No oral statement shall in any manner or degree modify of otherwise affect the terms of the Agreement. Work or materials described in words which have a well known technical or trade meaning, shall be interpreted by such meaning. 2.0 GENERAL BID. STATEMENT TO: TOWN OF SOUTHOLD STATE OF NEW YORK 53095 MAIN ROAD SOUTHOLD, NEW YORK 11971 Gentlemen: The undersigned Bidder has carefully examined the forms and content of the Bid Solicitation, including notice to bidders, bid bond, sample operating agreement, performance bond, certificates of insurance, genera! conditions, bid specifications, and addenda, has familiarized itself with the sites of work, and hereby proposes to furnish all necessary services, permits, labor, materials, equipment, vehicles, and tools required to perform and complete the work in strict accordance with all of the bid documents written by or on behalf of the Town of Southold for this project. 37 The undersigned Bidder agrees to abide by all conditions stated, intended, or implied both particularly and generally by the terms of this Bid Solicitation, the Agreement to be provided by the Town, and the unit price Bid herein stated. 1. The Undersigned Bidder also agrees as follows: FIRST: If this bid is accepted, to execute the Agreement and furnish to the Town a satisfactory performance bond, and insurance all within ten (10) calendar days. SECOND: To begin Solid Waste Haul-Disposal services operations on the commencement date of any Agreement awarded hereunder, having completed all necessary prior preparations of operational planning, personnel hiring, equipment procurement, subcontractor contractual agreements, and ancillary facilities, etc.; to assure a smooth and orderly acceptance of these duties. THIRD: To pay the Town any and all damages it may incur as a result of the Contractor's failure to 'perform all acts necessary to the execution of the Agreement as provided in the Bid Solicitation. It is recognized and agreed that the Town has the unconditional right to utilize the funds provided by the bid bond posted by the Bidder as a means of obtaining indemnification or, payment of such damages. FOURTH: as follows: During the performance of this Agreement, the Contractor hereby agrees The Contractor shall not discriminate against any employee or applicant for employment because of age, race, creed, color, sex, marital status, national origin, physical disability, and shall take affirmative action to ensure that they are afforded equal employment opportunities without discrimination because of age, race, creed, color, sex, marital status, national origin or physical disability. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination, rates of pay, or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The Contractor shall comply with the provisions of Sections 290 through 301 of the Executive Law, Shall fumish all information and reports deemed necessary by the State Commission for Human Rights under these nondiscrimination clauses and such sections of the Executive Law, and shall permit access to his books, records, and accounts by the State Commission for Human Rights, the Attorney General. and the Industrial Commissioner for purposes of investigation to ascertain compliance with these nondiscrimination clauses and such sections of the Executive Law and Civil Rights Law. This Agreement may be forthwith cancelled, terminated, or suspended, in whole or in part, by the Town upon the basis of a finding made by the State Commission 38 for Human Rights that the Contractor has not complied with these nondiscrimination clauses, and the Contractor may be declared ineligible for future Agreements made by or on behalf of the state or public authority or agency of the state, until he satisfies to the State Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these nondiscrimination clauses. Such findings shall be made by the State Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these nondiscrimination clauses and after verified complaint has been filed with the Commission, notice thereof has been given to the Contractor, and an opportunity has been afforded to him to be heard publicly before three members of the Commission. Such sanctions may be imposed and remedies invoked independently or in addition to sanctions and remedies otherwise provided by law. No laborer, workman or mechanic in the employ of the Contractor or subcontractor shall be permitted or required to work more than eight hours in any one calendar day, or more than five days in any one week except as otherwise provided in Labor Code Section 220. The Contractor shall include the provisions of clauses (a) through (e) in every subcontract or pumhase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within the State of New York. The Contractor will take such action in enforcing such provisions of such subcontract or purchase order as the Town may direct, including sanctions and remedies. FIFTH: By submission of this bid, the Bidder and each person signing on behalf of any Bidder certifies, and in case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury that to the best of his knowledge and belief: The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor. No attempt has been made nor will be made by the Bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. The undersigned also declares that it has or they have carefully examined the Bid Solicitation requirements and sample operating agreement and that it has or they have personally inspected the actual location of work, together with the local sources of 39 supply, has or have satisfied itself or themselves as to all the quantities and conditions, and waives all fights to claim any misunderstanding, omissions or errors regarding the same which such inspection and observation would have disclosed. The undersigned further understands and agrees that it is or they are to furnish and provide in return for the respective Evaluation Unit Bid Price, all the necessary materials, machinery, vehicles, implements, tools, labor services, and other items of whatever nature, and to do and perform all work necessary under the aforesaid conditions, to complete operations of the aforementioned Solid' Waste Haul-Disposal Services operations in accordance with the Bid Solicitation requirements, which requirements are a part of this response, and that it or they will accept in full compensation therefore, the compensation provided for in Section C-3. The undersigned submits herewith a bid guaranty within the form provided by the applicable bid documents in the amount of $100,000.00 for any option or combination thereof. In the event this proposal is accepted, and the undersigned fails, within ten (10) calendar days after date of receipt of Notice Of Award from the Town to execute and deliver an Agreement in the form provided by the Town or fails to execute and deliver evidence of proper insurance coverage and performance bond in the amounts required and in the prescribed form within ten (10) days after Notice of Award, the bid guaranty Shall be forfeited and be retained by the Town toward the satisfaction of liquidated damages and not as a penalty. Otherwise, the total amount of bid guaranty liquidated will be returned to the Bidder. The undersigned acknowledges the receipt of the following addenda, but it agrees that it is bound by all addenda whether or not listed herein and whether or not actually received, it being the Bidder's responsibility to receive and have knowledge of all addenda. ADDENDUM NUMBER AND DATES Number 1 - Dated: Number 2 - Dated: Number 3 - Dated: Number 4 - Dated: Number 5 - Dated: The Bidder has completed the Contract Bid Form and Unit Price Schedules in both words and numerals in accordance with these bid requirements. 4O 3.0 UNIT PRICE BID SCHEDULE SOLID WASTE HAUL-DISPOSAL SERVICES SOUTHOLD TOWN, NEW YORK 3.1 COMPENSATION The undersigned hereby submits the following price bid to furnish Solid Waste Haul- Disposal Services, to Southold Town, New York for the terms ,.}~, [y I, 2o! ! through ~Jo~ $o, HAUL-DISPOSAL SERVICES The Haul-Disposal Service applicable unit price per ton for agreement year ONE /3,5, pT~,,- ceres ($ 7~, ~q ). The Haul-Disposal Se~ice applicable ~it price p~ ton for a~eement year TWO The Haul-Disposal Se~ice applicable unit price per ton for a~eement OPTION year ONE is ~ ~/~ ~* doll.s and ~.~/ ~- cents($ ~2. V~ ).(c3) dollars and dollars and The Haul-Disposal Service applicable unit price per ton for agreement OPTION year TWO is f't'~/~/-y --/h ~-~'e_ dollars and .-O~>J~ ,~w'. cents ($ ~3. t. 7 ). (C4) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year THREE is f~/, ~t2, -7-}, ,. r.~ dollars and ,~';n~' ,.~,,',v cents($ t~$. ~7 ).(CS) 41 3.2 EVALUATION UNIT BID PRICE FORMULA Evaluation Unit Bid Price = (C1)10,000+(C2)10,000+.5(C3)10,000+.5(C4)10,000+.5(C5)10,000 35,000 tons Evaluation Unit Bid Price = $ ~70. ~ '7 The evaluation unit bid price formula is designed to evaluate the option years (i.e., years three through 5) at 1/2 the evaluate of each of the first two (2) years. Bidder: ~-as~rn "~esou~,e ~ec~e Firm-Corporation Address Authorized Representative Date 4.0 BID SECURITY ACKNOWLEDGEMENT I have attached the required bid security to this bid. 5.0 INFORMATION SCHEDULES I agree to furnish and include the following information schedules in addition to the information submitted with this proposal, as a part of this bid: Certification that the Bidder does not currently owe taxes, or other outstanding funds, or have pending or is currently involved in any litigation-involving the Town of Southold, State of New York (Schedule A, attached hereto). Location and address of the Bidder's main office and the main office of parent companies (if applicable) and Certified Statements of Ownership (Schedule B, attached hereto). Identification of Surety Company and its Agent. and written certification fi.om the Surety verifying the bond specified herein will be provided (Schedule C, attached hereto). Identification of all currently registered parent bidding subsidiary corporate officers, and their addresses, and identification and certification of offices authorized to execute an Agreement on behalf of the firm (Schedule D, attached hereto). 42 H. I. J. Dated: Name of Bidder: Address of Bidder: Detailed financial statement for the Bidder, and if applicable, for parent companies (Schedule E, attached hereto). Statement of Bidder's Qualifications and related experiences (Schedule F, attached hereto). Major Subcontractors - (Schedule G, attached hereto). Equipment- (Schedule H, attached hereto). Maximum Specified Capacity- (Schedule I, attached hereto). Information on Bidder's Solid Waste Disposal Site(s) (Schedule J attached hereto). Form of Bid Bond (Schedule K, attached hereto). Performance Bond (Schedule L, attached hereto). Operation Plan (Schedule M, attached hereto). Signature Title Corporate Seal (If a Corporation) Incorporated under the laws of the State of Names and addresses of officers of the corporation: (President) lXi~ne (Secretary)4d Name Address A~dress 43 (Treasurer) Name Address (If an individual or partnership) Names and addresses of all principals or partners 44 INFORMATION SCHEDULE A Town of Southold Bid Project This Bidder Solid Waste Haul-Disposal Services ~as~m ~'-O~,so~e. ~'~ec,,t~r~, 2/Z~t ~ hereincertifiesthatasa (Bidder's legal name) Bidder, it does not currently owe delinquent taxes or other outstanding Funds, of having pending or currently involved in any litigation involving the Town of Southold, State of New York. · (Authorized Sf'g~e) Date: g/'lit NOTE: (1) (2) If blank not applicable, fill in with N/A If bidder owes the Town taxes or is involved in any litigation, a statement of explanation will be attached hereto. Tax/Litigation Certification BID (PROPOSAL) FORM Schedule 5.0.A Page 1 of 1 45 INFORMATION SCHEDULE B Town of Southold Bid Project Solid Waste Haul-Disposal Services The following is information on the undersigned Bidder's office locations: Bidder's Main Office ~1~ Old ~,~,.t~ t?J I ~a~ahanl' ,Al? II~o Manager's Name (Contact) Firm's Legal Name Street Address (Box Numbers) State Zip b l- 775- qoo Telephone Number Bidder's Parent Corporation Main Office Manager's Name (Contact) Parent Firm's Legal Name Street Address (Box Numbers) City State Zip Telephone Number The Bidder herein certifies that the Firm is partially/wholly owned subsidiary of Parent Firm This By ~'J,~ or is a public/private stock cor~ration. is owned Parent Firm Bidder Office Locations/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 1 of 2 46 INFORMATION SCHEDULE B - (Continued) Name of Bidder: ff'~ r~trr~ Date: Note: (1) Any attachments or modifications to this form shall be labeled Schedule 5.0.B, and properly integrated into the Bid Form, (2) If blank not applicable, fill in with N/A, Bidder Office Location/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 2 of 2 47 This is identification that will be the Surety Company for INFORMATION SCHEDULE C Town of Southold Bid Project Solid Waste Haul-Disposal Services the Bidder, on this project and that the named Surety Company herein provides written certification that the named Surety Company will provide the Performance Bond, specified in the Contract Documents, in the event the Bidder enters into an agreement with the Town. The Surety Company herein certifies that such Company is licensed to do business in the State of New York. (L.S.) (SEAL) By: Principal Surety Company Surety Verification BID (PROPOSAL) FORM Schedule 5.0.C 48 INFORMATION SCHEDULE D Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that the below named individuals are the current registered corporate officers, along current permanent addresses, and designates their authority to execute an Agreement on behalf of the firm Officer's Name ~/~'t/O'~ / ffff/a J"- Officer's Name Subsidiary Parent Corporate Title /O(t's/~/~'t, J- Corporate Title Address 2:2 ~'~tnc/~P/' Lnn~ Address City ,d/[~//e; tO/~ce City State, Zip /I/~ ]1 7b ff State, Zip Officer's Name ,.Jaja, ./b~jp~o Officer's Name Subsidiary ~ Parent Corporate Title ~ fft~,J,]/t~.~ ~O'~ /v' Corporate Title Address .~PD /6/. ~n]'~ /~ Address City /~t//,'~' /';~r.a City State, Zip /v~ /I 7/, c/ State, Zip Officer's Name Officer's Name Subsidiary Parent Corporate Title Corporate Title Address Address City City State, Zip_ State, Zip Current Corporate Officers BID (PROPOSAL) FORM Schedule 5.0.D Page 1 of 2 49 INFORMATION SCHEDULE D - (Continued) Officer's Name Subsidiary Corporate Title Address City State, Zip Corporate Seal Officer's Name Parent Corporate Title Address City State, Zip NOTE: If blank not applicable, fill in with N[A Current Corporate Officer BID (PROPOSAL) FORM Schedule 5.0.D Page 2 of 2 50 INFORMATION SCHEDULE E Town of Southold Bid Project Solid Waste Haul-Disposal Services STATEMENT OF BIDDER'S FINANCIAL CONDITION This Bidder agrees to provide for any subsidiary and parent firm, and hereto attaches a current or the most recent audited financial Statement(s) including as a minimm the finns opinions, notes, revenue/expense statements, conditions of cash, etc. The attached statement provided includes: Accounting Firm Name L eor~a re,/ ~A"/~ ~'~e / C~'9'~] Financial Period l/I/'~ To ' ~/"i0 tatement Date The bidder certifies that he currently has an available line of credit in the amount of $ ~r . A supporting documentary evidence attached to this form is supplied by: Name Address Date The undersigned Bidder certifies to the validity of statement and agrees to furnish any other information upon request that may be required by the Town of Southold, New York. Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 1 of 2 51 INFORMATION SCHEDULE E - (continued) The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by Town of Southold, New York in verification of the firms financial condition. Dated at [~lllll This [ dayof Jt~.~ 20II is State of New York. County of ~k)~l ~ '~Y'~ [ ~{F')'~''-J '') of Title Name of Bidder"-' Title being duly swom deposes and saws that he Name of Organization and that the answers to the foregoing questions and all statement therein contained are tree and correct. Swom to me this I dayof M_~) I~ ~. ,20 ti NOTARY PUBLIC, Slate of New Yore ~o. 492~494, Su.o~k Cou**y Notary Public My Commission expirel~,~o. ~-~a~ so~m a2, C201 q NOTE: (1) (2) (Bidder may submit additional information desired as Schedule E attachments.) If blank not applicable, fill in with N/A Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 2 of 2 52 INFORMATION SCHEDULE F Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that it is qualified to perform the work covered by this proposal, and that it is not acting as a broker on the behalf of others. To substantiate these qualifications, the Bidder offers the following related information and references in order that the Town may evaluate the Bidder's qualifications and experience. 1. Bidder's Legal Name: ~s'~ 2. Business Address: ~t~ O/d Street City 3. State incorporated: /t/?~ 70 4. New York State; Business License No.: 5. No. Years in contracting business under above name: 6. Has firm ever defaulted on a contract? Yes 7. Gross Value - work under current contract: $ 8. Number of Current Contracts: 9. Brief description general work performed by firm: State Zip Year incorp.: years. No 10. Has Firm ever failed to complete work awarded? Yes If yes, attach supporting statement as to circumstances. Qualifications Summary BID (PROPOSAL) FORM No ~/ Schedule 5.0.F Page 1 of 3 53 INFORMATION SCHEDULE F - (continued) 11. Related Experience Reference (within previous 5 years) I1.1 Project Title: "'7~u.,,~ a~r .ff a ~. P/~,e Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ II/Zolo Final Complete Project Value: $ Brief Project Description: 11.2 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: Brief Project Description: o Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 2 of 3 54 11.3 Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ o ~ Brief Project Description: ~ cc e.l~ J 12. Principal Firm Members' Background/Experience (3 members minimum). Attach current resumes as Schedule 5.0.F supplement or give concise description by individual. ' (Authoh~ed-Sfgn~uaf() NOTE: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.F, and shall be properly integrated into this Bid Form. If blank not applicable, fill in with N/A. Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 3 of 3 55 5.0.F, Background and Experience Vincent Maggio, Jr. / President President and Chief Executive Officer for both Maggio Sanitation Services, inc. and Eastern Resource Recycling Inc. Maggio Sanitation is a third generation, full service sanitation and recycling company, with over 50 years service to the Long island residential and commercial sanitation industries. Eastern Resource is entering its second year of full operation, accepting and processing nearly 600 tons per day (avg) of mixed solid waste and recyclables, operating since the permitted start date, with no NOV's or other reportable non-compliance issues from any agency responsible for facility operation. John Maggio/Vice President V President and Operations Manager for Maggio Sanitation, whose main responsibility is the repairs and maintenance of all company owned vehicles, yellow iron, processing equipment and facilities. Dominic Testa General Manager for Eastern Resource Recycling Inc., with over 30 years experience in the transportation and disposal of solid waste and related industries. Manages the transfer station and tractor trailer divisions for Eastern as well as, sales and marketing of recyclable materials generated from the Yaphank Transfer Station and the Medford MRF. Oversees permit compliance for NYS DEC Permitted Transfer Station and NYS DEC Registered MRF. INFORMATION SCHDULE G Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it proposes, if awarded an Agreement to use the following haul sub-contractors on this project. 2. 3. 4. 5. 6. 7. 8. 9. 10. Sub-Contractor/ Contract Individual Address Phone # Trade/ Specialties NOTE: (Authorized Si~.,~ If blank not applicable, fill in with N/A Subcontractors BID (PROPOSAL) FORM Schedule 5.0.G 56 IFORMATION SCHEDULE H Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder states that it owns the following pieces of equipment that are available for use on the project, if awarded the agreement. Equipment Item Proposed Project Use Current Equipment Location NOTE: Name of Bi.dCe~.' By: J~~ Date: - /,,',p' Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.H and shall be properly integrated into the Bid Form. If blank not applicable, fill in with N/A Construction Equipment BID (PROPOSAL) FORM Schedule 5.0.H 57 INFORMATION SCHEDULE I Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it will be prepared to dispose of up to the following Maximum Specified Yearly Capacities in tons of Town of Southold solid waste if awarded an agreement Contract Year Maximum Tons per Contract Year 2o1~ rz Ioooo w.,,,,- fl,,,. 7~,,- ,~-~ ,-~,,,~,.~. 2_O/~ - /¢. tooo~, /~,~r fl~- tv,- o. q~' .--~i,,,,.,-.Z, Name of Biddy Ld'~.~/r~,q /~so~rc~ Date: Maximum Specified Capacity BID (PROPOSAL) FORM Schedule 5.0.I 58 NOTE: INFORMATION SCHEDULE J Town of Southold Bid Project Solid Waste Haul-Disposal Services IF A BIDDER iNTENDS TO UTILIZE MORE THAN ONE SOLID WASTE DISPOSAL SITE, AN INFORMATION SCHEDULE J MUST BE COMPLETED FOR EACH DISPOSAL SITE. The following is information on the undersigned Bidder's Solid Waste Disposal Site: GENERAL A. Disposal Site Location Address: ] "', ....... Phone: ,-¢/6- ge/ ~/'- ', ~. ,... ," ~.~]- 775- 5qO0 B. Disposal Site mailing address (if different than I) Address: ~ old ~>~dc /~efl CURRENT OPERATIONS A. Operations Permit gJ~[ It q ¢o 2. No.: /-qTZ2 3. State: 4. Date of Issue: 5. Date of Expiration: 6. Copy Enclosed: Yes: II. Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 1 of 7 59 INFORMATION SCHEDULE J - (continued) Hours of Operations 1. What are the PERMITTED operating hours? DAY A.M. P.M. Monday Tuesday Wednesday Thursday Friday Saturday Sunday --"' to Are there any PERMITTED closure periods stipulated? What are the ACTUAL operating hours? DAY A.M. P.M. Monday ~ :o o to ge; 3o Tuesday b: oo to q: 3,., Wednesday t, ;o~ to q: 3o Thursday c: oo to ¥ ~ 5o Friday c: o~. to '/: · o Saturday C: o o to t z :. oo Sunday to ---"--- What holiday or other period is the Disposal Site typically closed? DAY YES New Year's X' to Memorial to Independence to Labor to Thanksgiving 3.. to Christmas >c- to Other (specify) to NO Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 2 of 7 60 INFORMATION SCHEDULE J - (continued) Will the ACTUAL operating hours be extended up to the PERMITTED operating hours in Question ll.B. 1 in order to accommodate Town of Southold solid waste? ~t,,y ~ ~ b~ ~ _~-,~. Yes No Are there any local agreements, ordinances, etc. which would prohibit extending the ACTUAL operating hours in Question II.B.3 up to the PERMITTED operating hours in Question II.B. 1 ? Yes No ~ What is the PERMITTED annual capacity in tons? At the PERMITTED levels in Question II.C., what is the projected useful life in years? What is the annual RECEIVING6 level today? -* o~- - 2.0o ooo At the RECEIVING levels in Question II.E, what is the projected useful life in Years? Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page3 of 7 61 INFORMATION SCHEDULE J - (continued) How much of the RECEIVING level in Question II.E is committed to under contract in tons? Does the Disposal Site have special waste restrictions? Gate Yes No Fee ($) 1. Construction/Demolition 2. Asbestos 3. Wastewater Treatment Sludge 4. Hazardous Waste Are there any existing agreements with local municipalities which prohibit: Item Routing to site Weight limits between state coeds and site Number of vehicles Vehicle size Solid waste importation outside jurisdictional area Host Community Benefits Yes N~o Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 4 of 7 62 INFORMATION SCHEDULE J - (Continued) III. EXPANSION PLANS A. Application Permit 1. Permitee: 2. No.: 3. State: 4. Date of Submission: 5. Copy Enclosed: 6. Submission Status: a. Yes No Expansion of current site or new site Local Citizenry Reaction Regulatory agency d. Litigation Likelihood to succeed Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 5 of 7 63 INFORMATION SCHEDULE J - (Continued) If you are successful in Question III.A. what is the additional annual DESIGN capacity in tons (do not include figures from Question II.C0? 20__ ~/4t 20 20 20 20 At the annual DESIGN levels in Question III.B., what would be the projected useful life in years? Eo Would you be willing to share with the Town of Southold engineering reports utilized for the preparation of the Operating Permits on Expansion Application? Yes No /~ Bidder's Disposal Site(s) Engineer of Record Firm's Name /t///~ Firm's Address Project Engineer Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 6 of 7 64 INFORMATION SCHEDULE J - (Continued) Are you willing to meet with the Town of Southold to discuss your short and long term disposal capabilities? Yes ~ No The undersigned hereby certifies that services, material, equipment to be fumished as a result of this bid will be in accordance with Town of Southold specifications applying thereto unless exceptions are indicated above and an explanation attached. Bidding Company Address ~ State Zip By VI ~lC~14 t t~q~~ ~)~'' ~/~nt~ or Type) NAME AND TITLE Signature ~J Phone No. /t~/- Date CORPORATE SEAL Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 7 of 7 65 INFORMATION SCHEDULE K FORM OF BID BOND KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, as Principal, and as Surety, are hereby held and firmly bound unto Owner in the sum of and truly be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns. Signed this day of ,20__ as for the payment of which, will The condition of the above obligation is such that whereas the Principal has submitted to the Town of Southold a certain Bid, attached hereto and hereby made a part hereof to enter into a contract in writing, for the hauling and disposal of solid waste; NOW, THEREFORE, (a) If said Bid shall be rejected or in the alternate, (b) If said Bid shall be accepted, and the Principal shall execute and deliver an Agreement in the form off the Sample Operating Agreement attached hereto (properly completed in accordance with said Bid) and shall furnish certificates of insurance and a bond for this faithful performance of said Agreement, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the Agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid; and said Surety does hereby waive notice of any such extension. Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 1 of 3 66 IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seats, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. (L.S.) Principal day of ,20.__ Surety By: Address of Surety: SEAL (ACKNOWLEDGEMENT BY CONTRACTOR, IF A CORPORATION) STATE OF: ) COUNTY: ) SSN: On this and say that he resides in ., to me known, who being duly sworn, did depose before me personally came ; that he is the of the corporation described in and which executed the foregoing instrument; that he knows the seal of corporation; that the seal affixed to the instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation; and that he signed his name thereto by like order. Notary Public Form of Bid Bond BID (PROPOSAL) FORM (ACKNOWLEDGMENT BY CONTRACTOR, IF A PARTNERSHIP) Schedule 5.0.K Page 2 of 3 67 STATE OF: ) COUNTY: ) SSN: On this day of ~ 20__ before me personally came , to me known, and known to me to be a member of the firm of ., and known to me to be an individual described in, and who executed the foregoing instrument in the firm name of , and he duly acknowledged to me that he executed the same for and in the behalf of said firm for the uses and purposes mentioned therein. Notary Public (ACKNOWLEDGEMENT BY INDIVIDUAL CONTRACTOR) STATE OF: ) COUNTY: ) SSN: On this day of ,20 before me personally came , to me know, and known to be the person described in and who executed the foregoing instrument and duly acknowledged that he executed the same. Notary Public Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 3 of 3 68 INFORMATION SCBEDULE L PERFORMANCE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the "principal") and (hereinafter called the "Surety") are held and firmly bound to the Town of Southold (hereinafter called the "Owner") in the full and just sum of dollars ($ ) good and lawful money of the United States of America, for the payment of which sum of money, well and truly to be made and done, the Principal binds himself, his heirs, executors, administrators and assigns and the Surety binds itself, its successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement bearing date on the day of ,20 __, with the Owner for the Town of Southold Solid Waste Haul-Disposal Services, a copy of which Agreement is annexed to and hereby made part of this bond as though herein set forth in full. NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns, shall well and faithfully comply with and perform all the terms, covenants and conditions of said Agreement or his (their, its) part to be kept and performed and all modifications, amendments, additions and alterations thereto that may hereafter be made, according to the tree intent and meaning of said Agreement, and shall fully indemnify and save harmless the Owner from all cost and damage which it may suffer by reason of failure so to do, and shall fully reimburse and repay the Owner for all outlay and expense which the Owner may incur in making good any such default, and shall protect the said Owner against, and pay any and all amounts, damages, costs and judgments which may or shall be recovered against said Owner or its officers or agents or which the said Owner may be called upon to pay to any person or corporation by reason of any damages arising or growing out of the doing of said work, or the repair of maintenance thereof, or the manner of doing the same, or the neglect of the said Principal, or his (their, its) agents or servants or the improper performance of the said work by the said Principal, or his (their, its) agents or servants, or the infringement of any patent or patent rights by reason of the use of any materials furnished or work done as aforesaid or otherwise, then this obligation shall be null and void, otherwise to remain in full force and effect; Performance Bond BID (PROPOSAL) FORM Schedule 5.0.L Page 1 of 2 69 PROVIDED HOWEVER, the Surety, for the value received, hereby stipulates and agrees, if requested to do so by the Owner, to fully perform and complete the work mentioned and described in said Agreement, pursuant to the terms, conditions, and covenants thereof, if for any cause the Principal fails or neglects to so fully perform and complete such work and the Surety further agrees to commence such work of completion within ten (10) calendar days alter written notice thereof from the Owner and to complete such work within ten (10) calendar days fi.om the expiration of the time allowed the Principal in the Agreement for the completion thereof; and further PROVIDED HOWEVER, the Surety, for value received, for itself, and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no may impaired or affected by an extension of time, modification, work to be performed thereunder, or by any payment thereunder before the time required herein, or by any waiver of any provisions thereof or by any assignment, subletting or other transfer of any work to be performed or any monies due or to become due thereunder; and said Surety does hereby waive notice of any and all of such extensions, modifications, omissions, additions, changes, payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation co assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by or in relation to said Principal. IN WITNESS WHEREOF, the Principal has hereunto sec his (their, its) hand and seal and the Surety has caused this instrument to be signed by its and its corporate seal to be hereunto affixed this __ day of ., 20 (If Corporation add Seal and Attestation) By: Attest: Principal Surety Add Corporate Seal By: Attest: Address of Surety: Performance Bond BID (PORPOSAL) FORM Schedule 5.0.L Page 2 of 2 70 INFORMATION SCHEDULE M OPERATIONAL PLAN The Bidder hereby states that it proposes to implement the following operational plan to haul and dispose of Municipal Solid Waste (MSW) from the Town of Southold Landfill if awarded an Agreement. I. Haul Summarize the manpower and equipment you will make available to perform under this Agreement. II. Disposal Summarize the identity and location of the primary and secondary sites you plan to use for disposal of the solid waste. Describe the arrangements between your company and the disposal site for use of the site. Describe any treatment the MSW will undergo during transport or upon arrival at the disposal site. Attach copies of the permits to construct and permits to operate the disposal site. Site No. NAME ,g, LOCATION ~/~ Old ~o~ ~ ~/a~,Jm ,, [% /Alz llano CONTACT PERSON AND PHONE NO. -~am ,'n~ "7~rz~ ~, ~ I- 7 73' -5'qz)o ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 1 of 2 71 SiteNo. 2 NAME LOCATION CONTACT PERSON AND PHONE NO. '77)9a / ARRANGEMENTS FOR USE ,,~ee a ~"~ c/r -~'~ TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 2 of 2 72 APPENDIX A SAMPLE OPERATING AGREEMENT 73 THIS AGREEMENT, made on the day of ,20 by and between the Town of Southold, a municipal corporation of the State of New York having its Principal place of business at 53095 Main Road Southold, New York hereinafter called the "Town" and hereinafter called the "Contractor." WITNESSETH WHEREAS, Contractor has submitted to the Town a bid dated 20 , ("Bid") in response to the Town's Bid Solicitation for Solid Waste Hauling- Disposal Services dated ., 20__, ("Solicitation"); and WHEREAS, the Town Board of the Town of Southold by resolution No. adopted on authorized the Town Supervisor to enter into an agreement with the Contractor to perform certain services in connection with the handling of solid waste, NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. DEFINITIONS - Terms defined in the Bid Solicitation shall have the same meaning as if defined herein. II. SCOPE OF SERVICES - The Contractor shall perform the services in accordance with the description of those services as set forth in the Solicitation. III. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (I 80) days prior to APPENDIX A- 1 74 the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to may terminate the Agreement at any time after Year Two (i.e., after June 30, 2013) of the Agreement for the purpose of entering into an inter~ municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. IV. PRICE SCHEDULE/COMPENSATION The unit bid price schedule for the services to be furnished by Contractor is found in Section C - 3.1, 3.2, Contractor's bid which is incorporated into this Agreement. V. PAYMENTS. A. The Contractor shall receive monthly payments for services performed during the prior calendar month. The Contractor shall submit a request for payment on a Town approved voucher form along with Contractor's invoice which shall include a daily summary of tonnage hauled by Contractor to a Disposal Site and disposed by Contractor at a Disposal Site as applicable. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. The Town shall be entitled to deduct from any payment owning to Contractor uny sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on account of claims filed or reasonably anticipated to be filed. VI. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: A. Contractor represents that the Town has made no commitment under this Agreement with respect to the volume solid waste to be handled by Contractor during the te~m of this Agreement. B. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances regulations applicable to ail of the services to be performed Contractor. APPENDIX A-2 75 C. Contractor represents that the information furnished by Contractor in the equipment schedules included in the bid is accurate and complete and Contractor acknowledges that Town has relied upon the accuracy and completeness of that information in the selection of Contractor as the lowest responsible bidder. D. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's) have the opportunity to participate as subcontractors under this Agreement. In the event the contractor subcontracts twenty-five percent (25%) or more of its work hereunder, Contractor shall submit to the Town an and a WBE Utilization Plan, prior to execution of this Agreement, D. In the event the Contractor's Disposal Site is unable to receive and dispose of the Town's waste for any reason (including failure to obtain or maintain necessary permits or licenses), Contractor shall be responsible for providing to the Town an alternate Disposal Site for the Town's use at no additional cost to the Town, and shall indemnify the Town against any additional hauling cost by the Town or its agent because of the location of the alternate Disposal Site. Under no circumstances shall a change in Disposal Site(s) or failure or inability to obtain or maintain necessary permits by the Contractor be considered a change in conditions. In the event the Contractor is unable to find an alternate Disposal Site(s), he shall be deemed to be in default of this Agreement and liable for damages, bond forfeitures and other expenses as provided in the Agreement. VII. INDEMNIFCATION INSURANCE/BONDS A. Contractor agrees to defend, indemnify and save harmless the Town of Southold against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of what ever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor carrying out or performing under the terms of this Agreement, or failure to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town directly or by its employees, licensees, agents, engineem, citizens or by other persons or corporations, including any of Contractor's employees or agents APPENDIX A-3 76 who may seek to hold the Town liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments, The Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all appeals which, in the opinion of the Town, may be necessary. B. Contractor shall procure and maintain the insurance described in Section A of the Solicitation for a period commencing on the date of this Agreement and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town as an additional insured and shall provide that the coverage shall not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized, to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage necessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. C. Contractor shall, for the period of the performance of services hereunder, maintain a Performance Bond in the amount of one million ($1,000,000.00) dollars wherein named obligee is Town of Southold. The Bond shall be in a form acceptable to the Town Attorney and issued by a surety licensed to do business in New York as a surety. VIII. FORCE MAJEURE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town, the Contractor, the Disposal Site or any of the Town's or the Contractor's respective subcontractors or suppliers, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder (except for payment obligations), and if such act, event or condition is APPENDIX A-4 77 beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance; provided, however, that the contesting in good faith or the failure in good faith to contest such action or in action shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God (but not including reasonable anticipated weather conditions for the geographic area of the Town or Disposal Site) hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; (2) the failure of any appropriate federal, state, county, town or local public agency or private utility having Jurisdiction in the areas in which the Transfer Station or Disposal Site is located to provide and maintain utilities, services, water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Disposal Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the transfer Station or Disposal Site; and (4) the presence of hazardous waste upon, beneath or migrating from the Transfer Station. It is specifically understood that none of the following acts or conditions shall constitute uncontrollable circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuations; (b) the financial condition of the Town, the Contractor, any of its affiliates or any sub-contractor; (c) union work rules, requirements or demands which have the effect of increasing the number of employees employed otherwise increase the cost to the Contractor of operating its haul operation or the Disposal Site (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or APPENDIX A-5 78 circumstances occurring outside of the United States, or (g) any change in law or in the permit conditions or status of the Transfer Station Disposal Site or alternate Disposal Site. IX. SUBONTRACTS Contractor shall not enter into any subcontracts in connection with the services to be performed by Contractor hereunder without the prior written approval by the town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to furnish any insurance or bonds for the benefit of Contractor, the Town shall also be named as an additional insured or obliges. X. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Law relating to the payment of prevailing wage rates to the extent applicable, or the applicable State Law in the state of disposal. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs be borne exclusively by Contractor. XI. FORCED ACCOUNTING In the event the Town directs the Contractor, by written authorization signed either by the Town Supervisor or Town's Solid Waste Coordinator, to perform additional services beyond the scope of those described in this Agreement, the Contractor shall be compensated for such additional services on the following basis: TOTAL COMPENSATION FOR ADDITIONAL SERVICES = DiRECT LABOR COST + DIRECT MATERIAL COST + OVERHEADO + PROFIT For the purposes of this Section: APPENDIX A-6 79 A. DIRECT LABOR COST shall include hourly wages, including overtime premiums actually paid plus the following fringe benefits-associated with those wages - group medical, group life insurance, pensions, FICA, uniforms, safety equipment or special tools. These fringe benefits shall be separately identified and shall not duplicate fringe benefits paid in connection with work performed within the scope off the Agreement. B. DIRECT MATERIAL COST shall be those costs actually paid by Contractor for materials utilized by Contractor in performance of the additional services. The costs for such materials shall not include sales tax for any materials which constitute personal property incorporated into the structures, buildings, or real property of the Town since such personal property is exempt from taxation York State Tax Law, under Section 1115 of the New York State Tax Law. C. OVERHEAD shall be 10% of the total of the Direct Labor Costs and the Direct Material Costs, D. PROFITS shall be 5% of the total of the Direct Labor Costs, the Direct Material Costs and the Overhead. XII. CONTRACTOR'S OPERATIONS AND PROCEDURES REPORTS Contractor will provide the operating plan and supporting data listed in Sections A and B of the Solicitation to the Town for review and acceptance. Contractor will update the plan as necessary and furnish copies of those updates to the Town. XIII. DEFAULT In the event the Contractor fails co' perform its obligations under the Agreement, the Town may terminate the Agreement, procure the services from other sources and hold the Contractor responsible for any costs incurred. This Town also may deduct such costs from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. XIV. SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit status of its Disposal Site. In the event that Contractor submits a APPENDIX A-7 80 Bid for a Disposal Site for which Contractor does not currently have all necessary federal and state permits, or which after the acceptance of the Bid loses its permitted status, Contractor shall, at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. The parties agree that this is a full service Agreement and failure of the Contractor to provide the identified Disposal Sits or acceptable alternative Disposal Site, on or after the commencement date shall constitute a breach of this Agreement. The Contractor accordingly shall not be excused from its obligations hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. XV. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extant of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XVI. DISPUTES/ARBITRATION Any disputes between the parties to this Agreement may be referred to arbitration by mutual agreement of the parties. Absent such an agreement, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County, New York. In the event the parties agree to arbitrate a dispute, such arbitration shall be conducted in accordance with the rules of the American-Arbitration Association. In no event shall any demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. An award rendered by arbitrators following any such arbitration shall be final and Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. XVII. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. APPENDIX A~8 81 C. This Agreement, including all Exhibits and documents referred to herein, along with the Specifications, Solicitation and the Bid, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the Services to be performed hereunder. This Agreement may be modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties, the priority among those documents shall be: 2. 3. 4. This Agreement; Exhibits hereto; The Solicitation including Appendices; Contractor's Bid. E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or s receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor, the Town may terminate this Agrecunent. F. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither held themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including, but not limited to, Worker's Compensation, Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there to be no discrimination against any employee who is employee in the work, or against any APPENDIX A-9 82 applicant for such employment, because of race, religion, color, sex, age, marital status, handicap or national origin in any manner prohibited by the laws of the United States or of the State of New York. These requirements shall include, but not be limited to, the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. XVIII. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: With a copy to: Supervisor of the Town of Southold P.O. Box 1179 Southold, New York 11971 Solid Waste Coordinator, Town of Southold P.O. Box 962 Cutchogue, NY 11935 If to the Contractor: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. TOWN OFSOUTHOLD By: Scott A. Russell, Supervisor By: APPENDIX A-10 83 APPENDIX B NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION PERMIT 84 NEW YORK STATE DEPARTMF~NT OF ENVIRONMENTAL CONSERVATION BuHdlno~ 40 - SUNY, Stony Brook, New York 117~0-2~56 Phone (516) ~.~ 9375 Fax (516) 444-0231 John P. Ca/d// A~qng Comm~/on~r Jim Bunchuk Solid Waste Coordinator-Town of Southold PO Box 962 Cutchogue, New York 11935. Dear Mr. Bunchuk: Enclosed is a validated copy of your registration form submitted to the New York State Department of Environmental Conservation pursuant to 6 NYCRR Part 360, to register the existing municipal solid waste transfer operation. This letter only acknowledges receipt of your registration form and does not, in any way, verifies that the information provided on the form is true or correct. In addition, you are responsible for obtaining any other permits and approvals that may be required; and for complying with all other applicable State and Federal laws, rules, regulations and all other applicable local ordinances including, but not limited to, zoning ordinances, building codes, Fire Marshal codes, etc. This registered activity shall in no way conflict with any mined land reclamation permit and approved reclamation plan. You are reminded that 6 NYCRR Part 360 contains various requirements that must be followed to warrant your facility's continued status as a registered facility. This information was provided in the registration package. If you have any questions regarding this matter or need an additional copy of the registration requirements, please contact me at the above telephone number. Regio an r Solid and Hazardous Materials Engineer AJC:ek enc. ' ~EW YORK STATE ~EPAR~RENT OF ENV[R~ENT~SERVAT[ON DIVISI~ OF SOLID ~ASTE -' REG'I:ST~TION FO~ ~FOR A ~ SOLI~ WASTE MANAGEME~ FACILITY ~ ~tease ~e~,a~ Y~t{o~ ail {nstrmtio~ ~fore c~tretifl9 'this ~egistratJon fo~m PLease-Type or Print clearly THIS IS NOT A UPA PERMIT 1. FACILITY NAHE AND LOCATION ~outhold Town Transfer Stabion C~r~ty Road 4; City/Vii [oge Cubchoque So~nolo County Teteph~e N~r L510 ) 734-75~5 FACILITY OPERATORS NAME (if different) Same Mailing Address City/Tt~n/VftLsge State/Zip Cede Tetepho~ NurSer ) DB~'~"UT USE ONEY DEC ADMINISTRATION # DATE RECEIVED 2. FACILITY ~ER~S ~AHE To%~n Of Southold Mai Ling Address C J ty/Town/Vi [ [ age outhold State/Zip Cede New York t 19q~ Telephone Number ( 5ltl ) 765-]8OO SITE OWNER'S NAME (if different) Same Mai ting Address City/Town/Village State/Zip Cede Tetephone N~nber ( ) 5. TYPE OF FACILITY REGISTRATIO~ (check ali applicable boxes) [~Energy Recovery incinerators or Pyrolysis Units i360-3.1(c)] E~Land Application and SLudge Storage Facilities E~conpestino and OtherOistribution and Marketing Facftities [360-5.3(b)) E]Land CLearingDebris Landfills three acres or Less [360-7,2(s)] ~]Transfer Stations (municipaLLy owned/eperated/contracted) receiving Less than 50,000 cubic yards or 12,500 tons of hnusehoid solid waste annually [~60-11.1(b)(1)] r-]Transfer Stations (municipally ownod/eperated/contrected) receiving [ess than 50,000 cubic yards or !2,500 tons of containerized solid easts annually [~60-11.1(b)(~)) ~Other Facilities not specifically described above, Specify Type 6. SOLID WASTE HANDLED 7. a. List wastes and/or materials to be accepted Municipal Solid Waste b. Quantity (speCify UDitaj.~ee~.instructions) design capacity ~ ~UU Ton.~ storage on site 0 E~source Separated, Nonputrescib[e Solid Waste RecycLabtes Handling and Recovery Facilities [~60-1Z.1(d)] E~waste Tire Retreaders [~60-1~.1(d)(1)(t)) ~waste Tires Stored for On-site Energy Recovery [a60-l~.l(d)(1)(ti)) [~Tire Dealers Selling Waste Tires E]Tire Manufacturing Facilities [$60-1~.l(d)(1)(iv)] [--]Processing Facilities Receiving O~[y Recognizable Uncontaminated Concrete, Asphalt Parafont, Brick, Soil or Rock ~60-16.1(d)(1)(i)] [~Uncontaminated Unadulterated W~ Processing Facilities OPERATIONS SCHEDULE -Normat schedule of eperation 7:00 am - 5:00 pm, 7 days per week NAME(S) OF ALL HUNICIPALITIES SERVED %~o%/n of Sou~hold Village of Breenport cERTIFICATION:' I hereby affirm under penalty of perjury that information pro%~Jed on this form and attached stete~nts end exhibits was prepared by me or under my supervision and direction and is t~ue to the best of my knowledge and belief, end that I have the authority as Su~erV1 SOt (title) of Town of Southold (Entity) to sign this registration form pursuant to 6 NYCRR Part 360. By signing this registration form, ] affirm that I have read the applicabLe regulations snd wiL[ abide by aiL conditions of the registration requirementS. I am aware that eny~atae statement made herein is punishable as a CLass A misdemeanor pursuant to Section 210.45 of the Pone[ Law. Prtnted/Typad Name $ig,natur,q. ' I Mo. Jean W.,C°chran :~ I . ? 5 REGtS/RANT'S VALIDATED PY ~'COPY ~t;.~ Day Year APPENDIX C Town of Southold Accident Report 87 TOWN iOF: ~Ou~O~D-' incident Repert Date & Time of Incident Type of Incident/Accident: Trip & Fall or Bodily Inju~ Vehicle Damage to Property Other Location of Incident/Accident DeScription of Incident/Accident DeScription of Injuries Injured's Name & Address & Date of'Bir~h Medical Care Given? What cam was given? By ,whom? AnYOne taken to hospital? Witness Name &.Address Hospital Name REMARKS: Reported by (Signature). Date & Time Reported to Department Head Signature of Dept. Head: Date & Time Date & Time 8/00 Edition ,TOWN OF $O.UTHOLD ENVIRONMENTAL LOGISTICS SERVICES Environmental Logistics Services, LLC June 1,2011 Eastern Resources 88 Old Dock Road Yaplmnlr. NY 11980 RE: Town of Southold To Whom It May Concern: Apex Sanitary Landfill located in Amsterdam, Ohio has the necessary permits and capacity to accept up to 10,000 tons per year of Municipal Solid Waste from the Town of Southold for a period of five (5) years. Should you have any questions, please feel free to contact me at your convenience. Sincerely Corp. Sales Manager 15 Polhcmus Lane · Bridgewater, New Jersey 08807 · Tel: 732~271-2800 · Fax: 732-271-2804 ! I I I I I! I I I I! I I ! I I I EASTERN RESOURCE RECYCLING, INC. FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION FOR THE YEAR ENDED DECEMER 31, 2010 LEONARD FLIEGEL CPA, P.C. CERTIFIED PUBLIC ACCOUNTANTS 200 Hempstead Avenue Lynbro0k, NY 11563 I I I I I I I I I I I I I I I I I I I EASTERN RESOURCE RECYCLING, INC. TABLE OF CONTENTS FOR THE YEAR ENDED DECEMBER 3'1, 20'10 Accountants' Review Report ..................................................................... 1 FINANCIAL STATEMENTS: Balance Sheet ....................................................................................... 2 - 3 Statement of Income and Retained Earnings ................................................. 4 Statement of Cash Flows ................................................................................ 5 Notes to Financial Statements ................................................................... 6 - 9 SUPPLEMENTARY INFORMATION: Schedule of Selling, General and Administrative Expenses ............................... 10 Leonard Fliegel, CPA, P.C. Certified Public Accountant I I I I I I I I Leonard Fliegel, CPA, CVA * INDEPENDENT ACCOUNTANT'S REVIEW REPORT 200 Hempstead Avenue Lynbrook, NY 11563 Phone (516) 593-9200 Fax (516) 593~9222 To the Stockholders Eastern Resource Recycling, Inc. Yaphank, NY 11980 We have reviewed the accompanying balance sheet of Eastem Resource Recycling, Inc. (an S corporation) as of December 31, 2010, and the related statements of income and retained earnings and cash flows for the year then ended. A review includes primarily applying analytical procedures to management's financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion. Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements. Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. Our review was made for the purpose of expressing a conclusion that there are no material modifications that should be made to the financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. The information included in the accompanying schedules of selling and administrative expenses is presented only for purposes of additiona! jmaly~is and has been subjected to the inquiry and analytical procedures applied in the review of th~e~l~ic fin/aficial ~m~nts, and we are not aware of any material modifications that should be made ~ 14,' 0ii * Member of the American Institute of Certified Public Accountants Member of the National Association of Certified Valuation Analysts EASTERN RESOURCE RECYCLING, INC. BALANCE SHEET DECEMBER 31, 2010 ASSETS Current Assets: Cash Accounts Receivable Prepaid Expenses Total Current Assets Property and Equipment - Net TOTAL ASSETS 70,030 652,644 21,969 744,643 2,495,420 3,240,063 i I I ! i ! i i ' ' W See Accountants Revle Report and Notes to Financial Statements -2- I I I i i I I I I I I I I I I EASTERN RESOURCE RECYCLING, INC. BALANCE SHEET DECEMBER 31, 20'10 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current Maturities of Long-Term Debt Accounts Payable NYS Franchise Tax Payable Payroll Taxes Payable Total Currrent Liabilities Long-Term Liabilities: Long-Term Debt, Less Current Maturities Loans Payable - Affiliates Loans From Stockholders Total Long-Term Liabilities Stockholders' Equity: Common Stock Retained Earnings Total Stockholders' Equity TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY See Accountants' Review Report and Notes to Financial Statements 452,993 183,184 3,000 5,577 644,754 1,568,933 427,000 14,000 2,009,933 2,721 582,655 585,376 3,240,063 I' I I ! I I I I I l I I I I ! I EASTERN RESOURCE RECYCLING, INC. STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2010 Revenues Cost of Revenues: Dumping Fees Truck and Hauling Supplies Salaries Payroll Taxes Insurance Total Cost of Revenues Gross Profit Operating Expenses Selling, General and Administrative Expenses Depreciation and Amortization Interest Expense Total Operating Expenses Net Income from Operations Provision for Income Taxes Net Income Retained Earnings - Beginning of Year Retained Earnings - End of Year $ 7,149,135 See Accountants' Review Report and Notes to Financial Statements -4- 2,986,038 1,244,957 291,304 794,176 60,754 62,501 5,439,730 1,709,405 737,450 410,951 128,094 1,276,495 432,910 3,000 429,910 152,745 $ 582,655 I I I I I I I I I I I I EASTERN RESOURCE RECYCLING, INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010 Cash Flows From Operating Activities: Net Income Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization Changes in Assets (Increase) Decrease: Accounts Receivable Prepaid Expenses Changes in Liabilities Increase (Decrease): Accounts Payable Taxes Payable Net Cash Provided by Operating Activities Cash Flows From Investing Activities: Purchases of Equipment Net Cash Used in Investing Activities Cash Flows From Financing Activities: Net Repayments on Long-Term Borrowings Proceeds of Equipment Financing Increase in Loans Payable - Affiliates Net Cash Provided by Financing Activities Net Increase in Cash and Cash Equivalents Cash, Beginning of Year Cash, End of Year Supplemental Disclosure of Cash Flow Information: Cash Paid for Income Taxes 429,910 410,951 (652,644) (21,969) 183,183 8,527 357,958 (541,880) (541,880) (222,935) 189,100 265,000 231,165 47,243 22,787 $ 70,030 $ 50 See Accountants' Review Report and Notes to Financial Statements I I I I I I I I I I I EASTERN RESOURCE RECYCLING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 Note 1 - Summary of Significant Accounting Policies Nature of Operations Eastern Resource Recycling Inc. ("the Company") is a collection and recycling company. The Company operates principally in Long Island, New York. The Company is a New York corporation which was incorporated February 2, 2007. For the period February 2, 2007 to December 31, 2009, the Company was a Development Stage Company. The Company began operations as of January 1, 2010. Basis of Accounting The accompanying financial statements have been prepared using the accrual basis of accounting whereby all revenues are recorded when earned and all expenses are recorded when incurred. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. S Corporation-Income Tax Status The Company, with the consent of its shareholders, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in the financial statements. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over estimated useful lives of 3 to 39 years. Maintenance and repairs are charged to operations when incurred. Betterments and renewals that extend the useful lives of property and equipment are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are reduced, and any gain or loss is included in operations. -6- I I I I I I I I I ! I I ! EASTERN RESOURCE RECYCLING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 Note 2 - Property and Equipment Property and equipment at December 31,2010 is summarized as follows: Machinery and Equipment Computer Equipment Loan Costs Less: Accumulated Depreciation and Amortization $2,842,541 18,650 45,180 2,906,371 410,951 $2,495,420 Depreciation and amortization expense related to property and equipment amounted to $410,951 for the year ended December 31, 2010. Note 3 - Long-Term Debt As of December 31, 2009, the Company had an operating line of credit with Suffolk County National Bank ("the Bank") in the amount of $1,925,000 for the purchase of equipment. This loan converted to three fully amortizing loans on May 3, 2010, with payments beginning June 3, 2010. Interest on these loans amounted to $124,820 for the year ended December 31, 2010. The long-term debt is summarized below: Loan payable, bank, due in monthly installments of $20,229, including interest at 6.6%, maturing May 2016, secured by equipment. $1,103,008 Loan payable, bank, due in monthly installments of $6,743, including interest at 6.6%, maturing May 2016, secured by eqmpment. 367,669 Loan payable, bank, due a monthly installments of $5,478, including interest at 6.6%, maturing May 2016, secured by equipment. 298,731 Note payable, finance company, due in monthly installments of $2,093, including interest at 6.5%, maturing February 2013, secured by equipment. 50,640 -7- I I I I I I I I I ! ! EASTERN RESOURCE RECYCLING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2010 Note 3 - Long-Term Debt (continued) Note payable, finance company, due in monthly installments of $4,843, interest free, maturing March 2012, secured by equipment. Note payable, private lender, due in monthly installments of $3,225, interest free, maturing December 2012, secured by equipment. Note payable, finance company, due in monthly installments of $1,708, interest free, maturing December 2011, secured by equipment. Note payable, insurance company, due in monthly installments of $4,000, interest free, maturing August 2011, unsecured. Total Less Current Maturities Long-Term Debt 72,646 76,575 20,500 32,15T 2,021,926 452,993 $1,568,933 I ! I ! Maturities of long-term debt at December 31, 2010 are as follows: Years Ending December 31: 2011 $452,993 2012 376,550 2013 324,722 2014 342,378 2015 365,672 Thereafter 159,611 $2,021 926 All of the loans and notes payable amounts included in long-term debt are personally guaranteed by the stockholders of the "Company". -8- I I I I I I I I I I I I EASTERN RESOURCE RECYCLING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31~ 2010 Note 4 - Related Party Transactions The Company has received funds from affiliated companies. No formal notes or repayment schedules exist and these advances bear no interest. These advances are subordinated to Suffolk County National Bank's equipment loans. Amount due to the affiliated companies totaled $427,000 at December 31, 2010. As of December 31, 2010, the Company has a loan from a stockholder totaling $14,000. No formal repayment schedule exists and the advance bears no interest. This stockholder loan is subordinated to Suffolk County National Bank's equipment loans. Note 5 - Common Stock The Company is capitalized with 200 authorized shares of no par value common stock with 100 shares issued and outstanding. I ! ! I EASTERN RESOURCE RECYCLING, INC. SCHEDULE OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 3'I, 20'10 Salaries Professional Fees Insurance Office Payroll Taxes Licenses and Permits Rent Bank Charges and Credit Card Fees Equipment Rental Telephone Utilities Repairs and Maintenance Total Selling, General and Administrative Expenses 256,694 19,513 37,438 18,427 28,267 24,615 210,000 4,345 1,469 4,609 1 O6,545 25,528 $ 737,450 See Accountants' Review Report and Notes to Financial Statements DEC PERMIT NUMBER 1-4722-05676/00001 FACILITY/PROGRAM NUMBER(S) 52-W-151 NEW YORK STATE DEPARTMEUT OF ENVIRONMENTAL CONSERVATION EFFECTIVE DATE PERMIT Under the Environmental Conservation Law September 9, 2014 September 10, 2009 EXPIRATION DATE(S) Article 15. Title 5: Protection of Waters [] TYPE OF PERMIT [] New I3 Renewal ~ Modification [] Permit to Construct 6NYCRR 608: Water Quality Certification Article 15 Title 15: Water Supply Article 15, Title 15: Water Transport Article 15, Title 15: Long Island Wells Article 15, Title 27: Wild, Scenic and g Recreational Rivers Other: [] [] Permit to Operate J Article 27, Title 7; 6NYCRR 360: Solid Waste Management Article 17, Titles 7, 8:SPDES Article 19: Air Pollution Control Article 23, Title 27: Mined Lend Reclamation Article 24: Freshwater Wetlands ?] Artir'l~ 25:Tid21Wet12nd~ [] Article 27, Title 9; 6NYCRR 373: Hazardous Waste Management [3 Article 34: Coastal Erosion Management [] Article 36: Floodplain Management D Articles 1, 3, 17, 19, 27, 37; 6NYCRR 380: Radiation Control PERMIT ISSUED TO TWO Brothers Property Management Corp., 9 Commercial Blvd., Medford, NY ADDRESS OF PERM1TTEE 9 Commercial Blvd., Medford. NY 11763 11763 TELEPHONE NUMBER (631) 696-6300 CONTACT PERSON FOR PERMiT'TED WORK Cashin Associates, 1200 Veterans Memorial Highway, Hauppauge, NY 11788 NAME AND ADDRESS OF PROJECT/FACILITY Eastern Resource Recycling inc., 88 Old Dock Road, Yaphank COUNTY I TOWN WATERCOURSE Suffolk i Brookhave~ TELEPHONE NUMBER (631) 348-7600 NYTM COORDINATES DESCRIPTION OF AUTHORIZED ACTIVITY: Construct and operate a 600 ton per day Construction and Demolition ( C & D) debris processing facility and a 500 ton per day transfer station averaged over a two week period. By acceptance of this permit, the permittee agrees that the permit is contingent upon strict comJlance with the EC,., ail applicable regulations, the General Conditions specified (see page 2) and any Special Conditions included as part of this permit. P~RM;T ADMINIST, ,,~* OR. t ADDRESS Susan V~ Ackerman (MEP) I SUNY ~ Stony Brook, 50 Circle Road, Stony Brook, NY 11790-3409 AUTHORIZED SIG~NATURE DATE September 16, 2009 Page 1 of 8 NOTIFICATION OF OTHER PERMITTEE OBLIGATIONS Item A: Permittee Accepts Legal Responsibility and Agrees to Indemnification The permittee expressb, agrees to indemnify and hold harmless the Department of Environmental Conservation of the State of New York, its representatives employees, and agents ("DEC") for ail claims, suits, actions, and damages, to the extent attributable to the permlttee's acts or omissions in connection with the permittee's undertaking of activities in connection with or operation and maintenance of, the facility or facilities authorized by the permit whether in compliance or not in corn pliance with the terms and conditions of the permit. This indemnification does not extend to any claims, suits, actions, or damages to the extent attributable to DEC's own negligent or intentional acts or omissions, or to any claims, suits or actions nsming the DEC and arising under article 78 of the New York Civil Practice Laws and Rules or any citizen suit or civil rights provision under federal or state taws Item B: Permittee's Contractors to Comply with Permit The permittee is responsible for informing !ts independent contractors, employees, agents and assigns of their responsibility to comply with this permit, ir'clud[n9 al! special conditions while acting as the permittee's agent with respect to the permitted activities, and such persons shall be subject to the same sanctions for violations of the Environmental Conservation Law as those prescribed for the permittee. Item C: Permittee Responsible for Obtaining Other Required Permits The permittee is responsible for obtaining any other permits, approvals, lands, easements and rights-of-way that may be required to carry out the activities that are authorized by this permit. Item D: No Right to Trespass or Interfere with Riparian Rights This permit does not convey to the permittee any right to trespass upon the Iands or interfere with the riparian rights of others in order to perform the permitted work nor does it authorize the impairment of any rights, title, or interest in real or personal property held or vested in a person not a party to the permit. GENERAL CONDITIONS General Condition 1: Facility Inspection by the Department The permitted site or facility, including reievant records, is subject to inspection at reasonable hours and intervals by an authorized representative of the Department of Environmental Conservation (the Department) to determine whether the permittee is complying with this permit and the ECL Such representative may order the work suspended pursuant to ECL 71-0301 and SAPA 40!(3~ The permittee shall provide a person to accompany the Department's representative during an inspection to the permit area when requested by the Department. A copy of this permit, inc!uding all referenced maps, drawings and special conditions, must be available for inspection by the Department et all times at the proiect site or facility Fei!ute to produce a copy of the permit upon request by a Department representative is a vic!etlon of this permit. General Condition 2: Relationship of this Permit to Other Department Orders and Determinations Untess expressly provided for by the Department, issuance of this permit does not mod[fy, supersede or rescind any order or determination previous!y issued by the Department or any of the terms, conditions or requirements contained in soch order or determination General Condition 3: Applications for Permit Renewals or Modifications The permittee must submit a separate written application to the Department for renewal, modification or transfer of this aermit. Such apolication must include any forms or supplemental information the Department requires. Any renewal, modification or transfer granted by the Department must be in writing. The permittee must submit a renewal application at least: a) 180 days before expiration of permits for State Pollutant Discharge Elimination System (SPDES), Hazardous Waste Management Faci~kies (HWMF), major Air Pollution Control (APC) and Solid Waste Management Facilities (SWMF); and b) 30 days before expiration of ail other permit types. Submission of applications for permit renewal or modification are to be submitted to: NYSDEC Regional Permit Administrator. Region 1, SUNY Bid9 #40, Stony Brook NY 11790-2356 General Condition 4; Permit Modifications, Suspensions and Revocations by the Department The Department reserves the right to modify, suspend or revoke this permit in accordance with 6 NYCRR Part 621. The grounds for modification, suspension or revocation include: a) materially false or inaccurate statements in the permit application or supporting papers; b) failure by the permittee to comply with any terms or conditions of the permit; c) exceeding the scope of the project as described in the permit application; d) newly discovered material information or a material change in environmental conditions, relevant technology or applicable law or regulations since the issuance of the existing permit; e) noncompliance wth previously issued permit conditions, orders of the commissioner, any provisions of the Environmental Conservation Law or regulations of the Department related to the ~ermitted activity. DEC PERMIT NUMBER I Facility/Program Number PAGE 2 OF 8 1-4722-05676/00001 I 52-W-151 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION SPECIAL CONDITIONS Proiect Description Constw, ct and operate a 600 ton per day construction and demolition (C&D) debris processing fac~ttv, and a 500 toils per cia3 transfer statmn averaged over a r, vo week period. Part I - Construction Requirements The Permitlec shall construct thc *~ciliu' in compliance with Engineering Report, dated FebruaU, 2009, odor prevention submissions dated June, 2009, and the e artment approved construction plans and related documents prepared by Dp Cashin Assocites, P.C. and other consultants. The PermiXee shall have a Professional Engineer in the State of New York certify that ail consm~ction has been completed in accordance with 6 NYCRR Part 360-1 1 !(e). The Permittee may not commence operations until the Penmittee demonstrate~ compliance with 6 NYCRR Part 360- i. tO(b) and receives Department approval that all Pa~ ! - Construction Requirements have been complied with. Duratic'q o£ construction must not ex ceed two calendar years. Part I1 - Operational Requirements 1. General Requirements I. The Permittee, Eastern Resource Recycling, Inc. must strictly conform to the following: a. Engineering Report, dated February 2009, odor prevention submissions dated June, 2009. the most recently approved version of the Operations and Maintenance (O&M) Manual, and related documents prepared by Cashin Assocites, P.C. and other consultants. b. 6 NWCRR Part 360 in effect. DEC PERMIT NUMBER 1-4722-05676/00,001 Facility/Program No. 52-W-151 PAGE 3 OF 8 NEW 'CORK STATE DEPARTf, ENT OF ?,;vrRONMENTAL CONSERVATION SPECIAL COND)TIONS c The provisions of this petnnait. 2. Within 0 ~nonths of con~nencing operations, the Pe]Tnittee must submit the final O&M Manual as required by 6 NYCRR Part 360-16.4(a). 2. Authorized Activities The Permittee is authorized to rcceix e and process up to 600 tons per day of construction a~d demolition debris (C&D) and 500 tons per day of municipal solid waste (MSW) averaged over a m,o week period. The two waste streams shall be kept separate at all times. 3. Onsite Waste Handling a. Alt activities involving C&D, recyclables, and MSW, including but not limited to soAine, processing, storing, loading, and unloading shall be performed inside the building. b. C&D shall not remain onsite for more than 30 calendar days from receipt, recovered recyclabtes shall not remain onsite for more than 60 calendar days from receipt, and MSW shall not remain onsite for more than 7 calendar days from [eceipt. 4. Operational Requirements a. l-{oLlrs of operation shall not conflict with any local ordinances. b. The faciliD~ shall post signs showing hours and days of operation, and prohibiting hazardous, medical and other unauthorized wastes frbm being accepted at the site. The signs shall be located in such a way that they are visible to any vehicle approaching the facility entrance. c. An attendant shall be on duty during all hours of operation. The attendant shall inspect al! vehicles entering the facility, rejecting any loads containing unauthorized materials. d. Odor, vermin, noise, dust, and litter shall be coutrolled at all times. The Permittee shall immediately implement any controls required by the Department, including cessation of faciliD' operations. e. The Permittee shall maintain fire protection equipment in accordance with L DEC PERMIT NUMBER 1-4722-05676/00001 Facility/Program No. 52-W-151 PAGE 4 OF 8 h~_V'~ , OR~, bTA t E DEPAR MEN OF ENVIRObtMENTAL CONSERVATION SPECIAL CONDITIONS local laxvs and ordinances. f. In the event that any unauthorized materials are received at the facility, they shall bc contained properly and secured immediately. The Department and the Suffolk Count'/Department of Hca]th Serxriees shall be notified w/thin 24 hours of the event. The waste shall be removed by a transporter authorized nnder 6NYCRR Part 364 to transport such ,~ aste. A w:-[tten reuo~ of th~ event shall be submitted to the Department within 5 working days. The Perrnittee must not accept solid waste ~enerated within a municipaliW that has either not completed a compreh~r~si', e recycling analysis or is not included in another municipalit?s comprehensive r.%F.'cling analysis satisfying the requirements of Part 360-1.9(f), which has been approved by the Department, and implemented feasible recyclables recox cO' pro.m-am. h. Thc high speed doors must remain closed at all times, except when providing access for tracks or equipment to enter or exit the facility building. In addition. all loaded trailers must be directly sprayed with odor neutralizing agent on all the exterior surfaces of the unwrapped bales and/or loose MSW, as well as on the tntcldtrailer tires prior to exiting the facility, building. 5. On-Site Environmental Monitor (OEM) The Respondents shall fund environmental monitoring services to be performed by the Department Tlnese monitoring sen'ices will include, but not be limited to. the following: Monitoring of the facilities to ensure compliance with both Solid Waste Regulations and this consent order. Provide inspections and compliance monitoring to the Respondent's faciliD~. Provide monitoring to the surrounding area to monitor for the facility impacts to the surrounding area. Review facility operational records and observe operational procedures. 5. Inx'estigate and respond to reported violations and complaints. 6. Offer technical assistance to the Respondent. and answer questions Facility/Program No. I PAGE 5 OF 8 52-W-151 DEC PERMIT NUMBER 1-4722-05676/0000I NEW YORK STATE DEPARTMENT OF ENVIRONNENTAL CONSERVATION 7 i!i. SPECIAL CONDITIONS from thc public. Maintain ~les and dat:~bases. Review annual reports, pern~it applications, permit modifications, correspondence re!ating to the facil[9' and other submittals to the Department. Prepare documentation for enforcement actions. Funds necessary to support the monitoring services and requirements for the coming 5ear shall be provided to d~.e Department by the Respondent on an annual basis. The sum to be provided is based on annual environmental monitoring service costs of the Department and is subject to annual revision. Subsequent annnaI payments shall be made %r the duration of this Permit or until the monitoring requirement no ]on?r exists, whichever comes first. The Respondent shall be billed annually for each fiscal 3'ear beginning on April 1. If this Pe',Ts..it is to first become effective subsequent to April 1, the initial payment may be for an amount sufficient to meet the anticipated cost of the monitoring through the end of the current fiscal year. The Depamnent may revise the required payment on an annual basis to include all of the Department's costs associated with the monitoring services. The nam:al revision may take into account such factors as inflation, salary increases, changes in operating hours and procedures, increase or decrease in the amount of monitoring necessary, and increase or decrease in the number ofOEM and"or OEM supervisors necessary. Upon written request by the Permittee the Deparm~eat shall provide the Permittee with a written explanation of the basis fo~ any revision or modification. If such a revision is required, the Departmem will notify the Permittee of snch a revision no later than 60 days in adx ance of such revision. Prior to making its annual paymznt, thc Permittee will receive, and have an opportunity to review, an annual work plan that the Department will undertake during the yem. Pa,vments arc to be in advance of thc per/od in which they will be expended. 6. Residual Solid Waste Disposal DEC PERMIT N,UMBER 1-4722~05676/00001 Facility/Program No. 52-W-I 5! PAGE 6 OF 8 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION SPECIAL CONDITIONS The PetTnittee shall only send residual xx aste to properly authorized disposal facilities. The Permittee shall maintain contracts with disposal fiicilities. Pr/or to sending residual C&D and MS-XX, ,o a disposal facility, the Permittee stroll provide the Division of Solid and Hazardous Matedv. ts with: a. A complete copy of each state atttho,dzation reqtdred to operate the disposal thc/lip:.', and b. A copy of any contract between the Pennittee and the disposal facility stating the amount of waste it would accept !?rom the Pennittee, and an), conditions places on st ch acceptance. Prior to the expiration of any state authorization for a disposal facility to operate, the Permittee must submit a complete copy of the relnewed or extended authorization to the D/vision of Solid and Hazardous .M~terials. If the Pfrmittee fails to submit such a copy, or if for any reason a disposal facility loses any governmental authorization required for its operation (including failure to renew permit, permit suspen.qion, permit revocation, facilil3' closure, cessation of operation, or facility abandonment), the Permittee must i;mmediately cease sending solid waste to that facility. The Permittee must immediately notify the Division of Sot id and Hazardous Materials of such cessation and the reasons for the same. Q__perational Records anti Reportin~ Requirements a. A daily log of the solid waste received and transported must be maintained bx ~n ~ Permittee at the facility. The daily log shall include the following inforrnation: I) Type, quantity, and origin of material received, ii) quantity and destination of all recyclables, iii) quantity and destination of all non-recyclables and residuals transpmted for disposal. All construction and demolition debris transported off-site shall be accompanied by a tracking document. b. Thc Permittee shall also maintain at the faciliz~ all weight tickets, hauling receipts, disposal receipts, invoices, etc. to support the entries made into the daily log. These records and receipts shall be maintained for 7 years after their creation and be available immediately to the Department upon request. DEC PERMIT NUMBER 1-4722-05676/00001 Facility/Program No. 52-W-151 PAGE 7 OF 8 ~:T:: .... , .......... ~,r ~--:'~ ,.' R~,,[, f~.~ENTAL CONSERVATION CONDiTiONS e. The Permittee shall submit an annual report to the Central Office Director of Division of Solid and Hazardous Materials at 625 Broadway, 9~h floor, ~ ~,,,,,.- ~rv ! 9oI~ .md the Re~ion I Solid and Hazardons Materials Engineer at 50 ...... ' ~ ....... ~e repo~ nmst be submi~ed no O?!e Ro~.d. ~LN~. ~tonvBrook. NT I later than sixty days a~er the first day of J anua~' following each year of operation on fo~s prescribed by or acceptable to the Department. financial Assurance The Permittee shall maintain a form of financial assurance acceptable to the Department in the amount of $500,000 for a proper Part 360 closure of the facility. In subsequent years, the Department may modify the amount of financial assurance required to adjust for increases in closure costs, Anytime that thc Permittee fails to maintain financial assurance required by this cerm it, the Permittee must immediately cease accepting solid waste until financial ~ssurance acceptable to the Department is in place. Within 30 days from the cessation of the required financial assurance, the Permittee shall have all solid waste (including recyclables) removed from the facility and the facility shall be in "broom clean" condition. DEC PERMIT NUMBER 1-4722-05676/0000I Facility/Program No. t PAGE 8 of 8 52-W-151 INFORMATION S.CHEDULE K O~ID BOND KNOW ALL IVI~N BY' THESE PRESENTS, that We, the uudersigned, EAST..ERN,,R,~S,OURCE RECYCLING, INC. a~ Principal, ~nd AEGIS SECURITY INSURANCE COMPANY as Surety, ~e hereby held and firmly bou,d unto TOWN OF SOUTHHOLD as Owner in the sum of ~ 100,000.00 ..... for the payment of which, will and truly be made, we hereby jointly and severally bind ou~elves, our h~ir% executors, administrator% successors and assigns. Signed this 2ND day of JUNE, ,2011 . The condition of the above obligation is such that whereas the Principal has submitted to the Town of Southold a certain Bid, attached hereto and hereby made a part hereof to enter into a contract in writing, for the hauling and disposal of solid waste; NOW, THEREFORE, (a) If sa/d Bid shall be rejected or in the alternate, (b) If said Bid shall be accepted, Md the Principal shall execute and deliver an Agreement in the form offthe Sample Operating Agreement attached hereto (properly completed in accordance with said Bid) and shall famish certificates of insurance and a bond for this faithful performance of said Agreement, and for the payment of all persons performing labor or famishing materials in connection therewith, and shall in all other real>em perform the Agreement ereat, d by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may ac, oept such Bid; and said Surety does hereby waive notice of any such exter~ion. 1) 2) Form of Bid Bond Schedule 5.0.K BID (PROPOSAL) FORM Page 1 of 3 Surety shall furnish a performance bond in an mount equal to the first year's iaid price, unless an otherM}e lesser amount is specified by obligee. Pefforman6e bonds will be issued solely for a one (1) year temx. with subsequent renewals upon the sole discretion of the Surety. It is further expressly understood and' agreed that the aggregate liability of the Surety, regardless of the number of years the bond is continued and of the number or premiums paid, is limited solely to an aggregate amount of one year's bond amount. , Neither non-renewal by Surety or inability of Principal to file replacemem bond sfiall constitute a loss to the Obligee recoverable under said bond' 0§/26/2011 12:13 63169663B! PAGE 03/06 IN WITNESS WHEKEOF, the Principal and the Surety have hereunto set their hands and seats, e. ad such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by ~'roper officers, the day and year first set forth above. EAS~T~ RE~gU~RCE RECYCLING, INC. AEGIS SECURITY INSURA~C~ COMPANY A. GE HINS, JR., ATTORNEY-~lq-FACT AddressofSurety: 2407 PARK DRIVE* HARRISBURG, PA 17110 SEAL (ACKNOWLEDGEMENT BY CONTRACTOR,, IF A CORPORATION) STATE OF: /~-.(lJ COUNt: ill ) ss : v7- 35 3:2.- Onthis o~ dayof,~/,.)/k~ ,20 [] before me per~onally came VI ~t~l Cl~- Cr~}.O~t 0 .2/E , io me known, who being duly sworn, did depose and. s~,lythathe,tesides~"g~' IfIk. X_{.!t,F [')[~ ,~ , ,; that he is the corporation deac'dbed in and which executed the ~o~'egoing illstrument; that he knowstthe seal of corporation; that the seal affixed to the instrument is such corporate seal; that it was $o affixed by the order of the Board of Directors of the corporation; and that he signed his name thereto by like order. ' Notary Public Form cf Bid Bond BID (PROPOSAL) FORM (ACKNOWLEDOMENT BY CONTRACTOR, IF A PARTNERSHIP) Schedule 5.0.K Page 2 of 3 67 85/26/2811 12:13 53169SB381 PAGE 04/0B STATE OF: ) COUNTY: ) SSN: On this .... day of 20 before me personally came , to me known; and known to me to be a m~raber of the firm of .... .. .... , and known to me to be an individual described in, and who executed the foregoing instrument in the firm name of , and he duly acknowledged to me that he executed the same for and in the behalf ofsa/d firm for the uses and purposes mentioned therein. Not~ry'PublJc (ACKNOWLEDGEMENT BY INDWIDUAL CONTRACTOR) STATE OF: ) COUNTY: .) SSN: O~ this . .. day of ,20 before me personally came , to me know, and known to be the person described in and who executed the foregoing instrument and duly acknowledged that he executed the same. Notary Public Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 3 of 3 68 SURETY ACKNOWLEDGEMENT FORM ' STATE OF NEw JERSEY COUNTY OF MORRIS Onthis. 2ND day of JUNE. BRENDAN A. GETHINS, JR. to me personally known and known to me to be the ATTORNEY -IN-FACT AEGIS SECURITY Of INSIIRANCE COMPANY, the corporation described in the within Instrument and which executed it, who being by me duly sworn, did depose and say that he resides at WHIPPANY~ NEW JERSEY , that he is theATTORNEY-IN-FACT of the said corporation, that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto · 201__1, before me the subscriber, personally appeared by like order. Sworn and subscribed to before me this 2ND day of JUNE, 2011 F ..o Public - S~ of ~ J~y ~mission expires May 10, 20t 2 ,r Not~ Public {n thc State of New 3c[sey My commission expires on MAY 10p 2012 (Seal) Power Cer[ificate No. NJ 129 AEGIS SECURITY INSURANCE COMPANY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT AEGIS SECURITY INSURANCE COMPANY does hereby make, constitute and appoint: PATRICK J. LYNCH, BRENDAN A. GETHINS, JR., MICHELE CHARETTE its true and lawful Attorney-in-Fact, to make, execute and deliver on its behalf surety bonds, undertaking end other instruments of similar nature as follows: $2.5 MILLION This Power of Attorney is granted end sealed under and by the authority of the following Resolution adopted by the Board of Directors of the Company on the 4th day of February 1993. "Resolved, That the President, any Vice President, the Secretary and any Assistant Secretary appointed for that purpose by the officer in charge of surety operations shall each have authority to appoint individuals as Attomey-in-Fact or under other appropriate titles with authority to execute on behalf of the Company, fidelity and surety bonds and other documents of similar character issued by the Company in the course of its business. On any instrument making or evidencing such an appointment, the signatures may be affixed by facsimile. On any instrument conferring such authority or on any bond or undertaking of the Compeny, the seal or facsimile thereof may by imposed or fixed or in any other manner reproduced; provided, however, that the seal shall not be necessary to the validity of any such instrument or undertaking." "Resolved, That the signature of each of the following officers; President, Vice President, eny Assistant Vice President, any Secretary or Assistant Secretary and the seal of the Company may be affixed by facsimile to eny Power of Attorney or to any Certificate relating thereto, appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-Fact for the purpose only of executing end attesting bonds and undertaking and other writings upon the Company and any such power required and certified by such facsimile signature end facsimile seal shall be valid and binding on the Compeny in the future with respect to any bond or undertaking to which it is attached.& IN WITNESS WHEREOF, AEGIS SECURITY INSURANCE COMPANY has caused its official seal to be hereunto affixed, and these presents to be signed by its President this 7th day of April, 2010. Commonwealth of Pennsylvania } } s.s.: Harrisburg County of Dauphin } AEGIS SECURITY INSURANCE COMPANY DARLEEN J. FRITZ President On this 7th day of April, 2010, before me personally came Darleen J. Fritz to me known, who being by me duly sworn, did depose and say that she is President of AEGIS SECURITY INSURANCE COMPANY, the corporation described herein and which executed the above instrument; that she knows the seal of the said corporation, that the seal affixed to the said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation end that she signed her name thereto by like order. REBECCA LIDD1CK Notary Public My Commission Expires July 25, 2013 I, the undersigned, Assistant Secretary of AEGIS SECURITY INSURANCE COMPANY, a Pennsylvania corporation, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked: and furthermore that the Resolution of the Board of Directors, set forth in thc said Power of Attorney, is now in force. Signed and sealed at the City of Harrisburg, in thc Commonwealth of Pennsylvania, dated this 2ND day of JUNE, 2011 ~eEcrBeOta~R~H A. GOOD AEGIS SECURITY INSURANCE COMPANY STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS DECEMBER 31,2010 AND 2009 ADMITTED ASSETS Bonds, at statement value (fair value, 2010, $13,167,291; 2009, $18,784,827) Stocks: Preferred: At fair value (cost, 2010, $200,000; 2009, $950,733) At cost (fair value, 2010, $1,823,603; 2009, $1,470,734) Common, fair value (cost, 2010, $15,958,611; 2009, $11,175,072) Subsidiary, equity basis (cost, 2010, $5,687,432; 2009, $5,216,827) Mortgage loans on real estate Real estate, cost less accumulated depreciation: Occupied by Company Held4or-sale Cash and short-term investments Other invested assets Total cash and invested assets Accrued investment income Premiums in course of collection: Affiliate: American Sentinel Insurance Company Mobile-Rec., Inc. Other Reinsurance recoverable on paid losses Federal income tax recoverable Net admitted deferred tax asset LIABILITIES AND CAPITAL AND SURPLUS Losses Loss adjustment 6;xpenses Reinsurance payable on paid loss and loss adjustment expenses: Affiliate, American Sentinel Insurance Company Other Commissions payable Accounts payable and accrued expenses Accrued federal income taxes Accrued taxes, licenses and fees Unearned premiums Advance premiums Ceded reinsurance premiums payable Amounts withheld for account of others Payable to affiliate, American Sentinel Insurance Company Total liabilities Capital and surplus: Common stock, par value (per share, 2010, $1.40; 2009, $I .00); authorized (2010, 5,000,000 shares; 2009, 3,000,000 shares); issued and outstanding (2010 and 2009, 3,000,000 shares) Special surptus funds Paid4n surplus Unassigned surplus Total capital and surplus 2010 2009 13,660,286 $ 18,810,660 172,560 811,008 1,749,768 1,449,768 15,745,098 9,880,010 13,138,453 11,972,869 30,805,879 24,113,655 3,315,106 4,139,445 2,482,652 2,548,789 2,670,251 2,669,045 12,414,035 9,091,460 1,180,550 994,835 52,868,473 43,557,229 66,528,759 62,367,889 183,809 274,340 794,392 250,f55 921,561 1,007,791 6,080,876 4,600,640 1,201,506 1,705,378 436,480 1,681,105 1,859,782 10,863,249 10,134,566 $ 77 392.008 20~0 2009 $ 10,436,166 $ 9,404,307 1,625,742 . 1,462,785 554,678 206,881 22,447 35,322 1,012,859 1,537,194 859,002 1,036,156 414,159 465,842 189,332 15,773,786 15,483,378 249,275 254,796 1,854,299 1,052,364 835,253 1,164,313 1,141,300 1,180,000 35,244,808 33,006,828 4,200,000 3,000,000 243,440 286,720 5,266,827 5,266,827 32,436,933 30,942,080 42,147,200 39,495,627 $ 77 392;00a BIDDER'S SOLICITATION SOLID WASTE HAUL AND DISPOSAL SERVICES AGREEMENT DOCUMENTS TOWN OF SOUTHOLD STATE OF NEW YORK TO WNOfSOUTHOLD May 2011 ,? TULLY ENVIRONMENTAL, INC. 127-50 NORTHERN BOULEVARD FLUSHING, NEW YORK 11368 PHo~m (718) 446-7000 FAX (718) 458-5199 June 1,2011 Elizabeth A. Neville Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 RE: TOWN OF SOUTHOLD -- SOLID WASTE HAUL AND DISPOSAL SERVICES Dear Ms. Neville, Tully Environmental, Inc. (TEI) is pleased to present this response to the Town of Southold for the above captioned contract. Tully has never failed to complete any contract it has been awarded. TEI is providing this cover letter as an introduction to the Company. As you will see by our qualifications listed below, Tully has extensive experience in similar work and self performs the majority of the work it undertakes. During the qualification process, the primary contact will be Daniel Scully, Vice President of Tully Environmental, Inc. Mr. Scully can be reached at 718-446-7000 ext. 297 or via email at dscully~tullyenviromnental.com. TEI is a privately held family company that has been incorporated since 1992. TEI is affiliated with Tully Construction Co., Inc. and there is identical ownership of the two companies. Tully Construction will act as Guarantor for TEI and details of the financial qualifications are listed within this package. There are four shareholders, all fi.om the Tully family whose details are listed in this submission. The Tully's have been in business for over 80 years in New York City and Tully Construction is regarded as one of the largest private contractors currently operating in New York City. In fact, TEI has been approved by the NYC VENDEX system and holds a Trade Waste License in good standing with the City's Business Integrity Commission as well as a New Jersey A901 approval. All of these approvals require substantial background checks and are updated periodically. TEI has never been found to have any responsibility issues. TEI has been ranked by the Waste News as one of top 100 hauling companies nationally. The Company was ranked 28th largest in 2007 and 32na Largest in 2008. TEI has grown fi.om an offthe shelf company to one with annual sales of over $80 Million~ Our primary business is transportation and disposal, remediation of contaminated sites and recycling. PAGE1 QUALIFICATIONS This Statement of Qualifications outlines the qualifications and technical capabilities of Tully Environmental, Inc. in response to the Town of Southold Tully follows: 1. Environmental meets the criteria as Tully Enviromental has operated as a going concern in the solid waste management business for 18 years, since 1992. Tully Environmen~! cu~en~y operates a 1,395 ton per day transfer station of which 1,345 tons per day is MSW. Tully Environmental has operated transfer stations in the New York Metropolitan area since 1992. The proposed landfills have been permitted to operate for many years and have more available capacity than the quantity of gdt anticipated to be generated from the NYCDEP. Tully Environmental supervisory personnel and those of the Tully team members have significant experience in solid waste handling and transportation. Over the past 18 years, TEI has held numerous contracts of similar size and duration to the Town of Southold requirements. Tully Environmental was incorporated in 1992 and has been permitted since 2000 to operate a 1,395 ton per day solid waste transfer station in FlushIng, New York. Tully Environmental has had an ongoing contract with NYCDOS to provide waste export services since 2000 and continues this contract today. Tully has also operated the yard waste transfer station for the Town of Hempstead since 1992 and the municipal transfer station for the Town of Oyster Bay. In addition, Tully Environmental has a 6 NYCRR Part 364 permit to transport solid waste. Tully Environmental is affiliated with Tully Construction. Tully Construction is a General Contractor that has been in the construction industry for over 80 years during which the Company was involved in the construction of several landmark projects throughout the NYC Metropolitan area. Tully Environmental has a wholly-owned subsidiary, Natural Soil Products under which it performs composting operations. In addition, Tully Environmental also has conducted business since 1999 under Evergreen Recycling of Corona, a dgo/a of Tully Environmental, which is a fill material transfer station with a 50,000 cubic yard storage PAGE~ capacity in Corona, New York and handles 1,000,000 CY of clean fill each year at this facility. The owners and officers of Tully Environmental are as follows: Peter K. Tully, President 37 A Frost Creek Drive Lattingtown, NY 11560 25% Thomas E. Tully, Vice President 18 Evon Drive Syosset, NY 11791 25% Kenneth W. Tully, Secretary 75-35 West Shore ,Ro~d · Port Washh~gton, NY 11050 25% James M. Tully, Treasurer 28 Shady Lane Laurel Hollow, NY 11791 25% Daniel T. Scully, Vice President 193 Oakwood Rd. Huntington, NY 11743 The following five project descriptions are provided to demonstrate that Tully Environmental operates solid waste management facilities and provides transportation and disposal services for large scale municipal generators. a. New York City Department of Sanitation Queens Export Contract - TEl has been receiving 900 tons per day of residential solid waste since 2001 at its transfer station in Flushing New York. This waste is exported to various landfills and resource recovery facilities throughout Pennsylvania, Virginia and New York. b. TEI has operated the Evergreen Recycling of Corona fill material transfer station since 1999 in Corona, New York. This facility has a 50,000 cubic yard storage capacity and is permitted to accept various types of clean fill including dirt, rock, brick, concrete, and asphalt. Each year EROC receives over 1 million cubic yards of inbound material. This material is sorted, crushed and screened into various products which are used on various DOT, Port Authority and other construction projects. c. TEI operates Natural Soil Products, a 100 acre composting facility in Good Spring, PA. This facility accepts up to 300 tons per day of yard waste, biosolids, wood chips and using an outdoor windrow composting PAGE3 method, produces 40,000 to 60,000 tons per year of Class A Exceptional Quality biocompost. This material is used for land reclamation, as a topsoil amendment and for landscaping purposes in Pennsylvania and New York. d. TEl provides transportation and beneficial reuse services of biosolids for the County of Westchester under a 25 year contract. This operation involves hauling up to 150 tons per day of biosolids from the municipal wastewater treatment plant to processing facilities in Pennsylvania. These facilities treat and land apply the biosolids trader PADEP mine reclamation permits. TEI is currently in its 15th year of this contract. e. TEl provides transportation and disposal services to NYCDEP for 150 to 200 tons per day of grit and screenings from the various municipal wastewater treatment plants. This material is hauled to landfills in Pennsylvania, Virginia and New York. TEI also uses rail options to , ... deliver this material to a !andiill in Ohio. Thank you for your consideration in this matter and please feel free to contact me directly with any questions you may have. Very truly yours, TULLY ENrVmONMENTAL, INC. PresSdent PAGE4 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION DIVISION OF ENVIRONMENTAL REMEDIATION WASTE TRANSPORTER PERMIT NO. 2A-263 PERMIT ISSUED TO: PERMIT TYPE: TULLY ENVIRONMENTAL, INC. 127-50 NORTHERN BOULEVARD FLUSHING, NY 11368 [] NEW · RENEWAL [] MODIFICATION CONTACT NAME: COUNTY: TELEPHONE NO: DANIELSCULLY~EAN DEVOE-PROJECT MANAGER QUEENS ~18)446~000 EFFECTIVE DATE: 04/01/2011 EXPIRATION DATE: 0313112012 US EPA iD NUMBER: AUTHORIZED WASTE TYPES BY DESTINATION FACILITY: The Permittee is Authorized to Transport the Following Waste Type(s) to the Destination Facitity listed: OsetJnaflon Fsclflty L~cat~on W~te Type(sI 110 SAND COMPANY CLEAN FILL DISPOSAL MELVIU.E, NY A&M COMPOSTING 14ANHEIM, PA ] Non-ResidentiAl Raw Sewage or Sewage..C~ntaml~at ~ WaBtas N~-Re$1defltlal Raw sewege 'oi' ~ev~a .Colllamiilated $1udg e.fi:~lr~ Sewage ~'r Water SU~ i~1~ T~'~tme~t Plant AUTHORIZED WASTE TYPES BY DESTINATION FACILITY LISTING (continued on next page) NOTE: By acceptance of this permit, the permittee agrees that the permit is contingent upon strict compliance with the Environmental Conservation Law, all applicable regulations, and the General Conditions printed on the bac~ of this page. ADDRESS: New York State Department of Environmental Conservation Division of Environmental Remediotion - Waste Transporter Program 625 Broadway, 11th Floor Albany, NY 12233-7020 NOTICE PAGE 1 OF 5 This renewed permit is not valid until the effective date iisted on the permit PERMIT ISSUED TO: NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION DIVISION OF ENVIRONMENTAL REMEDIATION PART 364 WASTE TRANSPORTER PERMIT NO. 2A-263 TULLY ENVIRONMENTAL, INC. 127-50 NORTHERN BOULEVARD FLUSHING, NY 11368 DANIEL SCULLY/DEAN DEVOE-PROJECT. MANAGER QUEENS (718)446-7000 CONTACT NAME: cOUNTY: TELEPHONE NO: PERMIT TYPE: [] NEW · RENEWAL [] MODIFICATION EFFECTIVE DATE: 04/01/2011 EXPIRATION DATE; 0313112012 US EPA ID NUMBER: AUTHORIZED WASTE TYPES BY DESTINATION FACILITY: (Continued) The Permittee is Authorized to Transport the Following Waste Type(s) to the Destination Facility listed: Deaflnltlen Facility L~caflon Wlete Type(s) BROOK.HAVEN TOWN L~N DFILL BROOKHAVEN. NY No~-H&?~rci~u, InduatrlaUCemmerc~ld CLEAN EARTH OF CARTERET CARTERET. NJ Pe~leum Contaminated Soil CLEAN EARTH OF MARYLAND HAGERSTOWN. MD Peffelaum Contaml~ted Soil CLEAN EARTH OF NEW CASTLE. INC. NEW CASTLE. DE Petrol~Jm Contaminated Soil CLEAN EARTH OF NOR1;H JERSE~ . sOLrTH KEARNY. NJ PeL~leum Co~t~ninated ~oll CLEAN EARTH OF PHILADELPHIA PNIL~DELPH~. PA PetrOleum Cmltamlnated Soil CLEAN EARTH OF SOU~EA ST PENNSYLVANIA MORRISVILLE. PA Petroleum ContaminAted Sod COMMONV~.ALTH ENV1RON MENTAL SYSTEMS. LP HEGINS , PA No~l-Relidefltial Raw Sewage or Sewage-CmlL.~minated Wastes GLENS FALLS WWTP HUNTINGTON STP HUNTINGTON , NY GLENS FALLS ,NY Greece Trap Waste Septage o~ly.(rasldentlal) lk. ~ r~.[ol~Resl~al Raw Sa%a.~e ~' Se~age-Contam~ted Wastes GreaseTrapwaste : ~'~[~/~'~ Septage only (residential) f~ · AUTHORIZED WASTE TYPES BY DESTINATION FACILITY LISTING (continued on next page) PAGE 2 OF 5 ~EW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION DIVISION OF ENVIRONMENTAL REMEDIATIOt~ PART 364 WASTE TRANSPORTER PERMIT NO. 2A-263 =ERMIT ISSUED TO: PERMit TYPE: TULLY ENVIRONMENTAL· INC, 127-50 NORTHERN BOULEVARD FLUSHING. NY 11368 CONTACT NAME: COUNTY: TELEPHONE NO: DANIELSCULLY/DEANDEVOE-PROJECT MANAGER QUEENS ~18)446~000 [] NEW · RENEWAL [] MODIFICATION EFFECTIVE DATE: 04/01/2011 EXPIRATION DATE: 03/3112012 US EPA iD NUMBER: AUTHORIZED WASTE TYPES BY DESTINATION FACILITY: [Continued) The Permlttee is Authorized to Transpor[ the Following Waste Type(s] to the Destination Fadlity listed: Destination Factll~ Location waste Type(s) ANSSONVILLE, PA Sludge from Sewage or Water Supply Treatment Plan KYLER ENVIRONMENTAL POTTERSDALE KYLER Ei~VlRONMENTAL SERVICE MILDRED. PA Sludge from Sewage o~ Water Sup ply Treatment Plan1 k'YLER ENVIRONMENTAL SERVICES. LTD SOMERSET, PA N~1-Resklentlal Raw Sewage or Sewage-Contamlnatecl Wastes Sludge fr~l Sewage ~' Water Supply Treatment Plant t~EROY (V) N-VIRO LEROY, NY Non-Residenfla~ Raw Sewage or Sewage .Contamlaated Wastes Sludge from Sewage er WMer Supply Treatment Plant MINERVA, OH W~te Tl~es MOSTOLLER LANDFILL SOMERSET, PA Non-Residential Raw Sewage or Selvage -Coat ar~lnated Wastes RESIDUAL MANAGEMENT SERVICES. INU. Non-H~zardous Ind ustda[/C oplm erclal . ..... · SHADE LANDFILL, INC, CAIRNBROOK , PA Non-Re$1dentlat Raw Sewage or Sewage-Contaminated Wastes Sludge ~rom Sewage or Water Supply Treatment Plant TUNNELL HiLL RECLAMATION NEW LEXINGTON, OH . Non-Residential Ra~ Sewage or Sewage-Contaminated Wastes Sludge from Se~ag e or Water Sup ply Treatment Plant VEOLIA ES GREENTREE L~NDFILL KERSEY, PA Non-Residential Raw Sewage or Sewage.Contaminated WaStes .................... ~- × ~]~b-~ s-~-~ ~--~-§ %-~-d ~ ~ ~,~.]~ i~-ff~-dT~ ~-y- [¥§ 5 ~ .(~; ~i~ ~ ~-~-~-..~ , ........ PAGE 3 OF 5 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION DIVISION OF ENVIRONMENTAL REMEDIATION PERMIT ISSUED TO: TULLY ENVI RC NMENTAL, INC, 127-50 NORTHERN BOULEVARD FLUSHING. NY 11368 CONTACT NAME: COUNTY: TELEPHONE NO: AUTHORIZED VEHICLES: DANIELSCULLY/DEAN DEVOE-PROJECT MANAGER QUEENS ~18~46~000 PART :364 WASTE TRANSPORTER PERMIT NO. 2A-263 PERMIT TYPE: ' [] NEW · RENEWAL [] MODIFICATION EFFECTIVE DATE: EXPIRATION DATE: US EPA iD NUMBER: The Permittee is Authorized to Operate the Following Vehicles to Transoon Waste: 103 (One Hundred and Three) Permitted Vehicle(s) TN Tt01495 TN Tt01496 ~TN ¥:~'t 6787 TN T22.0598 TN T245980 TN T278595 TN T351252 TN T$12362 TN T8t2575 TN T812528 TN T812797 TN Z41250 TN Z43612 04/01/2011 03/3112012 .PAGE 5 OF 5 FORM C r: 3~ BiD BOND KNOW ALL MEN BY DiESE PRESEN ~S, ttiat xxe. thc m~dcrsigned, Tally Environmental, lac., Federal Insurance Company ~7._..$~g~.r~ BI~O~ ~lushi......_?~..X 11368 ls Pi~il!cip~i, ar*d 15 Mountain View Rood, Warren, NJ 07059 Town of Southold ~s Surc~7, u~c hcleb5 l~e!d and firmly bound un,c) Town Ha11~.53095 Main g~,~t~[~ NX.!!9!I.... ~s (Sv.~cr ~; [l~e sum o[O~_g~_4r~h~.u.~a~d gambol100 ($100~0~:°r r~e paytx~onr of which, will and trkdy be made, wc hereby jointty and severally bind oursdves, our heirs, exccmors, administrators, succe,;sors and assigns. Signed this~ ~ day of June ,20 11 'ibc condition o f tt:.e above obligation is such ttmt whereas Ihe Principal has submitted lo the T*:~ n oF Southoki a certain Bid, artacimd hereto and hereby made a par~ hereoFto e!ltor itltt~ a NO~, '[ HEREFOR}). IFsaid k~id si~atl be rejected or in tee 2t~e~n ~t=, II'said Bid shall b~: accepted, and the Pnncipal shall execute and deliver an Agreement in thc 5.>tm ogFthc S:anplc Operating Agrec=nent attached hereto (propcrl5 corn?feted in accordance '3i~h aid Bid} and shall fi. imish certificates oF ilw..~rai~ce ami a bond !bt tlSs ~i~h~hl pe~ fo~al!ce oi said A~'ecme:~L ai~d ~br the paymc~t c>fall persons pertbnning labor or ihmishing mamrials in connection therewith, and shall in all other respects per~bm~ thc Agreement creat~ by the acceptance of s:fid Bid, then this obligation shall be void, ofl~e~vise thc same shall rcm~Sr~ in Grc¢ and e[tbct; it btSng expressly understood and agreed thru the liability of the Surety fbr any and atl claims t~ercundcr shall, in m) cvem, exceed 'ibc SurcU'. rbr vuiuc received, hcreb5 sfipul~tc~ illl(i [[gI'CCS that thc obliganons of said Surety ,:nd its bond shall be in ~.o way impaired or affected by any extension of ~h~' time within which the Owner n~ay acoepl SHall Bid; and said Surety does h=reb~ w:tive nolice of any such extension. BID (Pf?,OPOSAL, Schedule Page 1 60 and su~ n of them as m e crt po~ ahoas & ~ c caused their corporam seals to be hereto al'fixed and &¢.,~ p~c,~,.. Io be ~:~ o ~ fimir p~oper officers, the day and year first scl fom~ above. Tully Environmental, I~. resident Address of Surety: .15 Mou_nj3ij~e~ Ro~rr, pFz~J~7059 ~ SEAL , ..KNU ..... D,~E.I~.:-,1 135' CC;' ~ tRAC I(JR. I[' A ~OR ORA F[ON) STATE OF: New York ) CC,, x*'rV. _~Queens ) SS.N: On this 2ad day of. Jun_ e ............ 20_.U~... before me personally crone Peter ~ Tull[_ . to me kno~t n, who being duly sworn, did depose and say flzat he resides i~ ...... Latt~[pw2,.New York .~ ; that he is thc ....... ~re_~}dent ............. of the .T.~IIx Envlronmental~. corporation described in and which executed the foregoing insmm~ent; that he h~ows the seal of coq)oration; that the seat affixed to thc instrument is such coq~orate sea!; that it was so affixed by Connty Not~y~ubli¢ Comm. Exp. OAROL ~. GO~DON Notary Publio, State of New York No. 01GO4~80187 Oua~ified in Queen~ OounW Oommission Expire* April Fom~ of Bid Bond BH) (PROPOSAN FOI.'.M (,LCKNQWI.EDGMENT BY C )b ['RACTOR. tF .& PARTNERSHIP) Schedule 5.0.K Page 2 67 STATE OF: C0./."4~! T: ............ SSN: On tkis (ia,.. of 20 ......... belbrc mc personally came of~ aad kne~n lo me Io be im indivkfuat described in. and ~.~ c,.c~u~,~ I~1c sa~l~e ~}3r ulld ill ~t!e behalfol smd firm Notary Public tACKNOWLEDGEMi!?-; I- BY INDIVIDUAL CONTR?,C'I'Ot~,} COUNT;:': ) S£N: On this ..... c':a5' of 20 ...... befbre me pt:rsonally came ,'.o lilt know; alld knowlt to be the person describcd wh~,~ executed ;he orcg~ ing i~strument and duly acknowledged that he executed tile same. Notary Public BH) (?ROPOSAL) FC)F,M Scilcdulc 5.t .K Page 3 M ~ Federal Insurance Company Warren, NJ 07059 SURETY COMPANY'S ACKNOWLEDGMENT State of New York, County of Atbany}" On this 2~ day of June, 2011, before me personally appeared Timothy M. Tyrrell; to me known, who. being by me duly sworn, did depose and say: That be/she resides in Albany, New York; that he/she is Attorney-in-Fact of Federal Insurance Company, the corporation described in and which executed the within instrument; that he/she knows the corporate seal of said Company; that the seal affixed to said instrument is such corporate seal; and that he/she signed said instrument as Attorney-in-Fact by authority of the Board of Directors of said Company; and affiant did further depose and say that the Supodntondent of Insurance of the State of New York has, pursuant to Chapter 882 of the Laws of the State of New York for the year 1939, constituting chapter 28 of the Consolidating Laws of the State of New York as the Insurance Law as amended, issued to Federal Insurance Company his/her certificate that said Company is qualified to become and be accepted as surety or guarantor on all bonds, under[akings, recognizances, guaranties, and other obligations required or penniEed by law; and that such ceffificate has not been revoked. FEDERAL INSURANCE COMPANY STATEMENT OF ASSETS. LIABILITIES AND SURPLUS TO POLICYHOLDERS ASSETS Statutory Basis DECEMBER 31, 2010 (in thousands ol dollars) Cash and Shor~ Term investments ............... $ 235.579 United States Government, State and Municipal E~nds ......................................... 10,931.173 Other Bonds ................................................. 4.110,731 Stocks .......................................................... 837,803 Other Invested Assets ................................... 1,909,9t4 LIABILITIES AND SURPLUS TO POLICYHOLDERS Outstanding Losees and Loss Expenses -.- S 12,051,257 Unearned Premiums .....................................3.331.654 Ceded Reinsurance Premiums Payable ....... 329,47E Provision for Reinsurance ........................... 70,491 Other Liabilities ............................................ 962,493 TOTAL INVESTMENTS .............................. 18.025,200 TOTAL LIABtLITIES ..................................16.745,371 Investments in Affiliates: Chubb Investment Holdings. Inc ................. 3.002,346 Pacific Indemnity Company ........................ 2,424,142 Chubb Insurance Investment Holdings Ltd .... 1,275.789 Executive Risk Indemnity Inc ...................... 1,111.774 CC Canada Holdings Ltd ............................ 752,455 Great Northern Insurance Company ........... 459,252 Chubb Insurance Company of Australia Limited 313.107 Chubb European investment Holdings SLP... 234,636 Vigilant Insurance Company ....................... 212,646 Other Affiliates ........................................... 381,791 Premiums Receivable .................................. 1.441,826 Other Assets ................................................. 1.427,670 TOTALADMITTED ASSETS ..................... $ 31,062.534 Special Surplus Funds .................................. 174.400 Capital Stock ................................................ 20,980 Paid-In Surplus ............................................. 3,106,808 Unassigned Funds ........................................ 11,015,075 SURPLUS TO POLICYHOLDERS ............. 14,317.263 TOTAL LIABILITIES AND SURPLUS TO POLICYHOLDERS ............................ $ 31.062,634 Investments with a carrying value of $452,427.838 are deposited with govemmenl authorities as required by law State, County & City of New York, -- ss: Yvonne Baker, Assistant Secretary of the Federal Insurance Company being duly sworn, deposes and says that the foregoing Statement ot Assets. Liabilities and Surplus to Policyholders of said Federal Insurance Company on December 31, 2010 is true and correct and is a true abstract of the Annual Statement of said Company as filed with the Secretary of the Traasury ot Ihe Un/led States for the 12 months ending December 31, 2010. Subscribed and sworn to before me this June 2, 2011 Notary Public DOROTHY M. BAKER Notary Public, State ot New York NO, 31-4904994 Qualified in New York County Commission E×pf~es Sept. t 4, 2013 ~ssistant Secrelary POWER Federal ]Insurance Company Attn: Surety Department Chubb OF Vigilant: [nsurance Company 15 Mountain View Road Surety A'Fi'ORNEY Pacific Indemnity Company WBrren, NJ 07059 COMPANY, a New Yom co~porafion, a eppoin! Cynthia E. Antoinette, EHc J. Canterbu_ry, Patrick J. Clyne, Kerry J. Furlong, Charles C, Leach, Frank E. O'Brlen Jr,, Thomas R. Tyrrell and Timothy M. Tyrrell of Albany, New York ................ THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATrER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (908) 003- 3493 Fax (908) 903- 3656 e-mall: surety@chubb.com Form 15-10- 0225B- U (Ed. 5- 03) CONSENT INFORMATIO5 SCHEDULE C Town of Southo[d Bid Prujec[ S~did Waste Haul-Di. sposa! Se:~, ccs T]~s ~s ~deni:,2':at on thr Federal Insurance Company, 15 Mountain View Road, Warren, NJ 07059 wi] be ;lie Surep, Conw~i ~y G? T~ Envir0n~[~[ [~ 127-50 Northern BI~, Flus~Y_~3~8 ce~lification rhar the named Sm'cry Company ~GII providc thc Pedbrmance Bond, specified in the C~mtract Documents, in thc event the Bidder enters into an agrcement with the Town. Thc Surety Tully Environmental, ln~d ter K. Tully, President (<SEAL; npany By: .............. -~ Timothy M. Ty ttorney-in-Fact ~4,[D (PIKOPOSAi,) S c,~ic~,ulc 4~ Federal Insurance Company Warren, NJ 07059 ATTORNEY-IN-FACT JUSTIFICATION PRINCIPAL'S ACKNOWLEDGMENT - IF A CORPORATION State of New York, County of Queens}'L On this 2r~ day of June, 2011, before me personally appeared Peter K. Tully, to me known, who, being by me duly sworn, deposes and says: That he/she resides in Lattingtown, New York; that he/she is the President of Tully Environmental, Inc. the corporation described in and which executed the within instrument; that he/she knOWS the seal of said corporation; that the seat affixed to said instrument is such likC°e orpCrrd~ ter~ seal; that it was se affixed bY °rder °f the S°ard °f Direct°rs °f said ~T~ County / Comm. Exp. CAROL R. GORDON Notary Public, State of New York No. 01GO4580187 Qualified in Queens County / Commission Expires April 30 20 J ~/- SURETY COMPANY'S ACKNOWLEDGMENT State of New York, County of Albany}'r On this 2~d day of June, 201 I, be/ore me personally appeared Timothy M. Tyrrell; to me known, who, being by me duly sworn, did depose and say: That he/she resides in Albany, New York; that he/she is Attorney-lc-Fact of Federal Insurance Company, the corporation described in and which executed the within instrument; that he/she knows the corporate seal of said Company; that the seal s/tixed ta said instrument is such corporate seat; and that he/she signed said instrument as Adomey-in-Fact by authority of the Board of Oirectora of said Company; and affiant did further depose and say that the Supehntandent of Insurance of the State of New York has, pursuant to Chapter 882 of the Laws of the State of New York for the year 193ti, constituting chapter 28 of the Consolidating Laws of the State of New York as the Insurance Law as amended, issued to Federal Insurance Company his/her certificate that said Company is qualified to become and be accepted as surety or guarantor on all bonds, undertakings, recognizances, guaranties, and other obligations required or pemlitted by law; and that such certiticata has not been revoked. FEDERAL INSURANCE COMPANY STATEMENT OF ASSETS. LIABILITIES AND SURPLUS TO POLICYHOLDERS Statutory Basis DECEMBER 31, 2010 (in thousands of dollars) ASSETS L/AB/LIT~ES AND SURPLUS TO POLICYHOLDERS Cash and Short Term investments ................ $ 235,579 United States Government, State and Municipal Bands .......................................... 10,931.173 Other Bonds .................................................. 4,110,73t Stocks ......................................................... 837,803 Other Invested Assets .................................. 1,g09,914 Outstanding Losses and Loss Expenses..... S t2,051,257 Unearned Premiums ..................................... 3,33t,654 Ceded Reinsurance Premiums Payable ....... 329.476 Provision for Reinsurance ............................ 70,491 Other Liabilities ............................................. 962,493 TOTAL INVESTMENTS .............................. 18,025,200 TOTAL LIABILITIES ................................... 16,745,371 Investments in Affiliates: Chubb Investment Holdings. lnc ................ 3.002,348 Pacific Indemnity Company ........................ 2,424,t42 Chubb Insurance Investment Holdings Ltd .... 1,275,789 Executive Risk Indemnity Inc ...................... 1,111,774 CC Canada Holdings Ltd ............................ 752.455 Great Northern Insurance Company ........... 459,252 Chubb Insurance Company o! Australia Limited 313,107 Chubb European Investment Holdings SLP... 234,636 Vigilant Insurance Company ....................... 212.648 Other Alliliates ............................................ 381,79t Premiums Receivable ................................... 1.441,826 Other Aasels .................................................. 1,427,670 Special Surplus Funds .................................. 174,400 Capital Stock ...............................................20,980 Paid. In Surplus ............................................. 3,106,808 Unassigned Funds ........................................ 11,015,075 SURPLUS TO POLICYHOLDERS ............. 14,317,263 TOTAL LIABILITIES AND SURPLUS TO POLICYHOLDERS ............................ S 31,062,634 TOTAL ADMITTED ASSETS ..................... $ 31,062,634 Investments are valued in accordance w;th requirements et the National Associmion et Insurance Commissioners. Investments with a carrying value of $452,427,638 are deposited with governmenl authorilies as required by law. State, County & City o! New York, -- ss: Yvonne Baker, Assistant Secretary of the Federal Insurance Company being duly sworn, deposes and says Ihat the foregoing Statemanl el Assets, Liabilities and Surplus to Policyholders of said Federal Insurance Company on December 31, 2010 is true and correct and is a true abstract of the Annual Statement of said Company as liled with the Secretary of the Treasury et the Un/led Slates for the 12 months ending December 31, 2010. Subscribed and sworn to before me this June 2, 2011 Notary Public DOROTHY M. BAKER Notat'y Public. Stele el New York NO. 31-4904994 Ooalilied in New York County Commission Expires Sept. 14, 2013 POWER Federal Insurance Company Attn: Surety Departmeht Chubb OF Vigilant :Insurance Company 15 Mountaln view Road Surety ATTORNEY pacific :[ndemnlty Company Warren, NJ 07059 COMPANY, a New York corporation, - ?~,poin! Cynthia E. An_toi_nette.,. Eric J, C.a.nte.rbu_ry, P.a. tr[ck J. Cly.n.e, K..erry J. Furlong, Charles C. Leach, Frank E. O'BHen Jr., Thomas H. i yrrell and Timothy M. lyrrell or Albany, New YOrK ......... KATHERINE J. ADEL~AR NOTAJ~Y FUBUC OF NEW JFRSF', N~. 2316685 Commi~,o~ E~ July 16, 201,4 CERTIFICATION IN THE EVENT YOU WISH TO NOTIFY US OF A cLAIM, VERIFY THE AUTHENTICITY OF THIS BONO OR NOTIFY US OF ANY OTHER MATI'ER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE. OR BY Telephone {008) 903- 3493 Fax (908) 903- 3656 Form 15-10- 0225B- U (Ed. 5- 03) CONSENT NOTICE TO BIDDERS Solid Waste Haul-Disposal Services The Town of Southold will receive sealed bids for solid waste haul-disposal services until the time and at the location herein specified which, will then be opened and publicly read aloud; PLACE: Office Of the Town Clerk Southold Town Hall 53095 Main Road Southold New York 11971 (631) 765-1800 DATE: June 2, 2011 , O.uO ^M (LATE BIDS WILL NOT BE OPENED) The offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equipment and labor for hauling solid waste and disposing solid waste at the Contractor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1, 2007, with the potential for three (3) additional option years {see Section 18.0~ p. 21). Notwithstanding contractual or other legal reasons for terminating this Agreement, this Agreement will be guaranteed for a two (2) year term, through June 30, 2013. Bids must be made in writing on the forms furnished and shall be accompanied by a Bid Guaranty in the Form of certified check, money order, bank draft or standard form letter of credit made payable to Town of Southold, or bid bond, in the sum of one hundred thousand dollars ($100,000.00) wherein the named obligee shall be the Town of Southold. The successful Bidder shall be required to furnish a performance Bond. and insurance in accordance with the instructions in the Bid Solicitation. The bid price shall not include any tax, Federal, state, or local, from which the Town of Southold is exempt. A Bidder may not withdraw his bid within forty-five (45) days after the opening of the bids, but may withdraw his Bid at any time prior to the scheduled time for the opening of bids. The Town reserves the right to reject any or all bids and to waive informalities, should this action be in the best interest of the Town of Southold. 2 Bid Solicitation containing submission requirements, instructions, technical specifications, and bidding forms may be examined free of charge and at the following location on weekdays from 8:00 A.M. to 4:00 P.M.: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Upon payment of non-refundable fifty dollars ($150.00) Bid Solicitation may be picked up at: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 119'/1 Questions regarding the Bid Solicitation should be directed to Mr. James Bunchuck, Southold Town Solid Waste Coordinator at 631-734-7685. Mr. Bunchuck's office is at the Southold Town Transfer Station, located at: Southold Town Solid Waste District 1 Zack's Lane Cutchogue, New York 11935 Entrance to the facility is gained from Cox Lane, off County Rt. # 48. All bidders are encouraged to inspect the Southold Town Transfer Station. Appointments to do so are not required, but may be scheduled by calling Mr. Bunchuck at the phone number above. Elizabeth A. Neville Town Clerk For further information regarding bidding requirements, contact Elizabeth A. Neville (631) 765- 1800. For information regarding Town Of Southold waste program and haul-disposal operations, contact James Bunchuck (631) 734-7685. 3 TABLE OFCONTENTS GLOSSARY OF TERMS SECTION A- SUBMISSION REQUIREMENTS 1.0 Project Purpose 2.0 Schedule 3.0 Examination Of Agreement Documents 4.0 Information to be Submitted 4.1 Contractual Bid 4.2 Supplemental Information 5.0 Bid Format 5.1 Binding 5.2 Form Preparation 6.0 Submission of Bid 6:1 Withdrawal Of Bids 6.2 Questions & Addenda 7.0 Bid Guaranty 8.0 Execution Of Agreement 9.0 Consideration Of Bids 10.0 Selection Of Contractor 11.0 Acceptance of Bid 12.0 Assignment 13.0 Limitation Of Funds Available 14.0 Insurance and Bonds 14.1 Insurance 14.2 Bonds 15.0 Indemnity (Hold Harmless) 16.0 Payments 17.0 Default 18.0 Term of Agreement 19.0 Service Agreement 20.0 Subcontracts 21.0 Rights and Options SECTION B - BID SPECIFICATION 1.0 Requirements 2.0 Program Goals and Objectives 3.0 Potential Regulatory and Operational Changes 4.0 Character O£The Solid Waste 4.1 Quality and Characteristics 5.0 Program Activities 5.1 Collection 5.2 Loading Mode 5.3 Town of Southold Accident and Damage Policy 5.4 NYSDEC Part 360 Permit to Operate 10 11 11 12 13 13 13 15 15 15 15 15' 16 16 16 17 17 18 18 18 18 18 20 20 21 21 21 21 22 22 23 24 25 25 25 26 26 26 27 27 27 6.0 Haul Services 6.1 Transport Mode 6.2 Work Included 6.3 Equipment 6.4 Weighings 6.4 Routing Mode - Contractor's Responsibility 7.0 Disposal Services Program Activities 7.1 Work Included 7.2 Operational Capacity 7.3 Permit Requirements 7.3.1 Disposal Sites Inside State Of New York 7.3.2 Disposal Sites Outside State of New York 7.4 Weighings 8.0 Safety and Health Regulations 9.0 Operations and Procedures 9.1 Supporting Dafa SECTION C - TOWN OF SOUTHOLD SOLID WASTE HAUL/DISPOSAL SERVICES 1.0 Intent 2.0 General Bid Statement 3.0 Unit Price Bid Schedule 3.1 Compensation 3.2 Evaluation Unit Bid Price Formula 4.0 Bid Security Acknowledgment 5.0 Information Schedules Information Schedule A Information Schedule B Information Schedule C Information Schedule D Information Schedule E Information Schedule F Information Schedule G Information Schedule H Information Schedule I Information Schedule J Information Schedule K Information Schedule L Information Schedule M 27 27 28 28 29 29 29 30 30 30 31 31 33 33 34 ,35 36 37 37 41 41 42 42 42 5 SECTION D - APPENDICES Appendix A Sample Operating Agreement Appendix B New York State Department of Environmental Conservation Permit Appendix C Accident R~port 6 GLOSSARY OF TERMS ADMINISTRATOR -Shall mean the Coordinator of municipal solid waste (or his agent) of the Town of Southold, New York. AGREEMENT- Shall mean a Form operating agreement set forth by the Town and resulting from this Bid Solicitation between the Town of Southold and the successful Bidder to be executed in 1997. AGREEMENT DOCUMENTS -Shall include the notice to bidders, instructions, bid solicitation, bid Forms, information schedules, proposal, payment bond, bid bond, Agreement, performance bond, certificates of insurance, glossary of terms any general conditions or special conditions, and any addenda. The Agreement Documents will Form a part of the Agreement. AGREEMENT YEAR -Shall mean the period from __July 1 ~ of a calendar year to June 30, of thc next calehdar year. · BIDDER -Shall mean any party or parties submitting in proper form a bid to perform the work as specified in the Agreement Documents. The successful Bidder selected by the Town to perform the specified work will thereafter be known as the Contractor. BID PRICE -Shall mean the unit cost to determine the ranking of bidders. BID SOLICITATION-Shall mean this document, specifications, and any bid addenda issued. COMMENCEMENT DATE -Shall mean _~July 1,2011 _. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) -Shall mean solid waste resulting from the construction, renovation, equipping, remodeling, repair and demolition of structures and roads. Such waste includes, but is not limited to, bricks, concrete and other masonry materials, soil, rock, wood, wall coverings, plaster, drywall, non-asbestos insulation and roofing shingles. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) DISPOSAL SITES -Shall mean any site designated by the Contractor where construction and demolition debris is disposed of in a manner that minimizes environmental hazards and is permitted under the design and operation requirements of 6NYCRR Part 360 or alternatively outside the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. GLOSSARY-I CONTRACT DOCUMENTS - Shall have the same meaning as Agreement Documents. CONTRACT YEAR - Shall have the same meaning as Agreement Year. CONTRACTOR - Shall mean the party contracting to perform the work, or the heirs, executors, administrators, agents, or successors thereof. COORDINATOR - Shall mean the coordinator of municipal solid waste for the Town of Southold. COUNTY - Shall mean Suffolk County, State Of New York. DAILY - Sunday to Saturday, inclusive. EPA - Environmental Protection Agency (Federal)· HAUL-DISPOSAL SERVICES UNIT PRICE - Shall mean the Contractor's compensation in dollars for each ton of solid waste actually hauled from the Town Of Southold Transfer Station to the Contractor-Designated Disposal Site and disposed of at the Contractor-Designated Disposal Site. HAZARDOUS WASTE - Shall mean (1) any "hazardous waste" as defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.. or "hazardous substance" as defined under the comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or "hazardous waste" as defined under New York Environmental Conservation Law Section 27-0901 et seq., as each such law may be amended from time to time, and the regulations promulgated thereunder, and any analogous or succeeding Federal, state or local law, rule or regulation and regulations promulgated thereunder and (2) any other material which any governmental agency or unit having appropriate jurisdiction shall determine from time to time cannot be processed at the facility because it is harmful, toxic or dangerous. NOTICE OF AWARD - Shall mean written notice from the Town of Southold to the successful Bidder that the Town of Southold intends to award an Agreement to the successful Bidder, subject to compliance with all their terms and conditions of the Agreement Documents. NYSDEC ~ New York State Department Of Environmental Conservation. OSHA - Federal Williams-Steiger Occupations Safety & Health Act of 1970, plus subsequent revisions. GLOSSARY - 2 8 OWNER - Shall mean the Town Of Southold, New York. Also may be referred to as the Town. PERMIT - Shall mean any and all permits, licenses, approvals, certificates of public convenience and necessity, Franchises or authorizations which must be issued by any Governmental Body having jurisdiction thereof to legally enable the Contractor to transport and/or dispose Of construction and demolition debris. PERMITTEE - Shall mean any person issued a valid permit to haul construction and demolition debris or to construct, establish, maintain or operate a construction and dcquolition debris Disposal Site. RCRA - Resource Conservation Recovery Act (Federal). SOLID WASTE - Shall mean all putrescible and non-putrescible materials or substances, including but not limited to garbage, refuse, rubbish, ashes, agricultural wastes, and offal. (Solid Waste does not include C&D waste, recyclables, hazardous, or infectious waste). SOLID WASTE DISPOSAL SITE(S) - Shall mean any site designated by the Contractor where solid waste is disposed of in a manner that minimizes environmental hazards and Is permitted under the design and operation requirements of 6NYCRR Part 360 - Solid Waste Management Facilities, or alternatively outside of the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. Also may be referred to as Disposal Site(s). SUBCONTRACTOR - Shall mean an individual, firm or corporation having a direct contract with the Contractor for services, equipment, materials and/or labor. GLOSSARY-3 9 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS, AND AWARD BASIS SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS AND AWARD BASIS 1.0 PROJECT PURPOSE The Town of Southold expects that it will receive and need to dispose of approximately 10,000 tons of solid waste during the agreement year. It is possible that the Town of Southold will contract with another town to receive and dispose of their solid wastes. If this happens the quantity of wastes to be hauled and disposed of under this Agreement will increase. This Bid Solicitation will ensure Town of Southold's solid waste will continue to be 1) hauled From the Town of Southold Transfer Station to Disposal site(s) and 2) disposed of at permitted Disposal Site(s). 2.0 SCHEDULE The schedule below is an estimate of the time period leading up to the commencement of the Agreement. Its intent is to provide each Bidder with an idea of when certain events may occur. The dates given are guidelines and should not be construed as firm dates or deadlines due to. the multiple parties involved in the decision making process. EVENT DATE Transfer Station Visits By Appointment Pre-Bid Conference None Bid Opening 10:00 AM Thursday, June 2, 2011 Town Board Approval June 7, 2011 Agreement Executed On or Before June 29, 2011 Operations Commencement July 1, 2011 11 3.0 EXAMINATION OF AGREEMENT DOCUMENTS, FAMILIARITY WITH THE WORK It is the responsibility of each Bidder before submitting a Bid to (a) examine tl3e Sample Operating Agreement and Agreement Documents thoroughly; (b) visit the site of the Town of Southold Transfer Station; (c) attend and be familiar with the outcome of the pre-bid conference (d) become familiar with conditions at the Town of Southold Transfer Station and Disposal Sites that may affect cost, progress, performance or furnishing of the work; (e) become familiar with and consider all federal, state and local laws, regulations ordinances, permits, approvals and orders that may effect the cost, progress, performance or furnishing of the work: (f) study and carefully correlate the Bidder's observations with the Agreement Documents; and (g) notify the Town Clerk of all conflicts, errors or discrepancies in the Agreement Documents. Reference is made to the following Appendices which contain supplemental information which is attached to and made part of the Agx¢~n'vm~ Docum¢~ts: Appendix A: Sample Operating Agreement Appendix B: NYSDEC Part 360 Operating Permit Appendix C: Town of Southold Accident Report Reference is made to the Following information which is available for review by Bidders at the Town Clerk's Office during normal business hours - 8:00 A.M. to 4:00 P.M. Monday through Friday. i. Pending conceptual plans for the proposed Town of Southold Transfer Station. ii. Town of Southold Solid Waste Management Plan. This information is presented solely for the convenience of the Bidders and does not constitute part of the Agreement Documents. Bidders shall form their own conclusions and opinions from this information and shall confirm any information contained therein regarding facilities and equipment through site visits. The Town does not guarantee the accuracy of any information contained in these documents. Before submitting a Bid, each Bidder shall, at the Bidder's own expense, make or obtain any additional inspections, examinations, or 'studies and obtain any additional data and information which may affect cost, progress, performance or furnishing of the work and which Bidder deems necessary to determine its bid for performing and furnishing the work in accordance with the time, price and other terms and conditions of the Agreement Documents. The failure or omission of the Bidder to receive and examine any form, instrument or document, or make required inquiries and inspections, shall not relieve the Bidder from any obligation contained in the Agreement Documents. The Town will be justified in rejecting any claim based on facts or conditions of which the Contractor should have been cognizant. 12 The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Bid Solicitation, that without exception the Bid is premised upon performing and furnishing the work required by the Agreement Documents, and that the Agreement Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performing and furnishing the work. Bidders will be allowed to ask questions regarding the Bid Documents during the pre-bid conference to be held at: Town Hall 53095 Main Road Southold, New York 11971 4.0 4.1 4.2 INFORMATION TO BE SUBMITTED WITH PROPOSAL Contractual Bid For the purpose of assisting the Town in determining the responsible Bidders for this Bid Solicitation, the Bidder is required to submit the following mirfimum information with his bid: iii. Contractor Bid Form Bid Security or Bid Bond Information Schedules A through M as applicable Supplemental Information as described in 4.2 Supplemental Information In addition to the aforementioned forms, the Bidder is. required to submit the following supplemental information with his bid: Operational Plan: A plan describing the Bidder's assessment of the requested operation set forth in Exhibit M. This section shall be divided into the following subsections: o Haul A detailed summary of requirements for manpower, materials and supplies, mobile equipment, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. 13 ii. iii. iv, o Disposal A detailed summary of requirements of site capacity, useful life, hours and days of the week, operation, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. A copy of the current Permits to Construct and Permits to Operate shall be included. If the Solid Waste Disposal Site is located outside the State of New York, a copy of the current applicable laws and regulations governing the design, construction and operation of the Disposal Site shall additionally be included. Litigation: A section briefly describing any current litigation which in any way may affect the Bidder's operational capability of useful life of the Solid Waste Disposal Sites. Subcontractors: If the Bidder intends to use on~ o; xnore subcontractors to complete any portion of the work, the Bidder must so indicate this intent in its Bid. The Bidder is advised that any Agreement awarded will be contingent upon the use of the subcontractor(s) so identified. In the event that the Bidder desires to change the number or identity of such subcontractor(s), the proposed change must be submitted to the Town for approval. No such change shall be made without the Town's approval. In addition, it is the policy of the Town of Southold to encourage the participation of Minority Business Enterprises (MBE's) and Women- Owned Business Enterprises (WBE's) on Town projects. For this reason, the Agreement will require Contractor to use its best efforts to include among its subcontractors MBE and WBE firms. In the event the successful Bidder intends to subcontract in excess of twenty-five percent (25%) of the work, the Bidder will be required to submit to the Town an MBE/WBE Utilization Plan acceptable to the Town prior to the Town's execution of the Agreement. Disposal Site Subcontractor: In the event the Bidder does not own the Disposal Site identified in its Bid, the Bidder shall furnish a statement, signed by an authorized representative of the Disposal Site, which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents. THE SUPPLEMENTAL INFORMATION REQUIREMENTS MAY BE SATISFIED BY INCLUDING A REFERENCE TO AN INFORMATION SCHEDULE (A-M) IF THE SCHEDULE PROVIDES THE INFORMATION REQUESTED AND IS INCLUDED IN THE BID. 14 5.0 5.1 5.2 6.0 6.1 BID FORMAT Binding The document(s) if bound shall be in a manner that will provide for easy evaluation access (to lie flat when opened). Printing on both sides of the sheets, provided a quality paper is Utilized that will prevent the type from showing through, is acceptable. Paper with substantial recycled content is preferred. Form Preparation Bids shall be submitted in the form described in this Bid Solicitation. All blank spaces for bid prices shall be properly filled in, in ink or typed, in both words and numerals for all bid categories required. In the event a price shown in words and its equivalent shown in figures do not agree, the written wtxcds shall be binding on the'Binder. BIDS SHALL NOT BE QUALIFIED, MODIFIED, LIMITED OR RESTRICTED IN ANY WAY. In the event a specification is not applicable, it shall be so indicated. Incomplete bids may not be considered, depending on the nature of the missing information. SUBMISSION OF BID Each Bidder shall submit six (6) separate complete sets of his Bid which shall be enclosed in a sealed opaque envelope plainly marked on the outside with the title of the work and the name and address of the Bidder. No Bid will be considered unless filed on or before the time and at the place designated in the Notice to Bidders. Bids received after the time set for the opening will be returned to Bidders unopened. When sent by mail, preferably registered, the sealed Bid, marked as above, should be enclosed in an additional envelope similarly marked and addressed to: Office of the Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 Bids received prior to the time of opening will be kept securely unopened. No bid received thereafter will be considered. Withdrawal of Bids Any Bidder will be given permission to withdraw its Bid upon receipt of a properly notarized written request made no later than the time set for opening. At the time of opening of the bids, if such Bid is included, it will be returned to the Bidder unopened. No bid may be withdrawn after opening until execution of the Agreement or rejection of all bids as provided herein. 15 6.2 Questions & Addenda 7.0 8.0 All questions about this Bid Solicitation must be submitted in writing to the following: Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 No alterations to this Bid Solicitation will be considered valid unless in writing and issued as Addenda. All such addenda shall become part of the documents and all Bidders shall be bound by such addenda, whether or not received by the Bidders All questions must be received at least ten (10) calendar days before bid opening in order to be answered. It shall be the Bidder's responsibility to make inquiries concerning any addenda'issued. Ail'/idd~ndfi Will 'be 6n file at the '/'own Clerk's offic~ at least twenty'four (22[) hours before bids are Opened. The'Town will not be bound by oral clarifications. BID GUARANTY Each Bid must be accompanied by a bid guaranty (Section C, Schedule 5.0.K), without condition or qualification, which shall be in the sum of one hundred thousand dollars ($100,000.00). The guaranty may be certified check, bank draft, money order, standard form irrevocable letter of credit, or a bid bond in the form attached. The bid bond shall be secured from a surety company authorized to do business in the State of New York as a surety. No Bid will be considered unless it is accompanied by the required guaranty, certified check, money order or bank draft must be made payable to the order of the Town of Southold. The bid bond shall name the Town as the obligee. Cash deposits will not be accepted. The bid guaranty shall ensure the execution of the Agreement and the furnishing of the surety bond or other required bonds by the successful Bidder, all as required by the Agreement Documents. All guaranties will be retumed within ten (10) days after the execution of the Agreement and required bonds insurance and other Agreement Documents are received from the successful Bidder. EXECUTION OF AGREEMENT/FURNISHING OF BONDS The successful Bidder, or its legally authorized representative, shall be required to appear in person within ten (10) days of the Notice of Award by the Town at the place and time designated by the Town to execute the Agreement and other Agreement Documents for Haul/disposal services. The successful Bidder shall, at its own cost and expense, procure, execute and deliver to the Town the following documents within ten (10) days of formal Notice of Award by the 16 Performance Bond - A Performance Bond shall be in an amount of one million five hundred thoushand dollars ($1,500,000.00). This bond (as shown by example in Section C, Schedule 5.0.L), shall be maintained at the Contractor's own expense for the term of the Agreement. Failure or refusal of the successful Bidder to execute and/or deliver such bond within the time designated, shall constitute a breach of such Bidder of the Agreement created by the Town's acceptance of the bid. In such event, the Town may determine that such Bidder has abandoned the Agreement and the Town shall be entitled to take action for any and all damages it may suffer as the result of such breach. The Town's rights in this regard shall include but not be limited to a claim against the bid bond provided. The Town specifically reserves any and all other rights against the Contractor as a result of his failure to perform as required by these documents. 9.0 CONSIDERATION OF BIDS The Town of Southold reserves the right to reject any/or all bids for haul and disposal services if such action is deemed to be in the best interests of the Town. To be considered responsive to this Bid Solicitation, each Bidder shall: A. Provide equipment, labor, maintenance and management services to haul and dispose of solid waste from the Town of Southold Transfer Station to Contractor designated Solid Waste Disposal Site(s) as set forth in Section B - Bid Specifications. B. Reserve and provide a minimum available capacity of 15,000 tons (52 weeks/year) yearly, allowing for seasonal and other peak periods. C. Provide evidence of all current valid state and Federal permits, licenses, local ordinances, etc., required by law to receive solid waste at the designated Disposal Site(s). D. Provide evidence of physical and financial capability to perform services described in the bid specifications. 10.0 SELECTION OF CONTRACTOR Bids will be evaluated only if accompanied by the approved form of bid guaranty. Only bids solicited from firms or combinations thereof, who have sufficient management, engineering capabilities, operating, and maintenance experience to fulfill the Town's goals and comply with the applicable local, state, Federal laws, ordinances, regulations e.g. New York State Department of Environmental Conservation, Resource Conservation Recovery Act and Federal Environmental Protection Agency guidelines will be accepted. The Town will review the bids and make a selection recommendation based on the evaluation criteria included in this Bid Solicitation or take such other action as it deems in its best interest. 17 Any agreement awarded hereunder will be to the responsible Bidder whose Evaluation Unit Bid Price is the lowest. The Town of Southold reserves the right, in its sole discretion, to reject at bids submitted in response to this Bid Solicitation. 11.0 ACCEPTANCE OF BID The acceptance of a Bid will be a Notice of Award signed by a duly authorized representative of the Town, and no other act of the Town shall constitute the acceptance ora Bid. The acceptance of a Bid shall bind the successful Bidder to execute the Agreement and other Agreement Documents. 12.0 ASSIGNMENT The successful Bidder to whom any Agreement shall be let, granted, or awarded shall not assigr~, trahsfer, convey, sublet, or otherwise dispose of the Agreemen~ or of his title, or interest therein or his power to execute such Agreement, to any person or corporation without the prior written consent of the Town. 13.0 LIMITATION OF FUNDS AVAILABLE 14.0 14.1 The Contractor specifically agrees that any Agreement shall be deemed executory only to the extent of the funds appropriated for the purpose of the Agreement and that no liability shall be incurred by the Town beyond the funds appropriated on the date of execution of the Agreement by the Town for the said purpose. INSURANCE AND BONDS Insurance For the period from Agreement commencement date until one (1) year after Agreement termination date, Contractor must maintain insurance acceptable to the Town in the kinds and amounts set forth below. All such insurance coverage, shall be provided by companies licensed to do business in New York State and the state in which the Disposal Site(s) is (are) located. The Town of Southold and its agent shall be named as an additional insured and coverage shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Within ten (10) days of the Notice of Award, Contractor shall furnish to the Town, certificates of insurance, in a form satisfactory to the Town Attorney, evidencing such insurance. The kinds and amounts of insurance are as follows: A. Contractor's Insurance - Insurance for liability for damage imposed by law of kinds and in the amounts hereinafter provided covering all work under the Agreement, whether performed by Contractor or his subcontractors. The kinds and amounts of insurance are as follows: 18 (1) Worker's Compensation Insurance - A Policy covering the operations of the Contractor in accordance with the provisions of Chapter 41 of the Laws of 1914 as amended, known as the Worker's Compensation Law, covering all operations Of the Contractor, whether performed by him or by his subcontractors. The Agreement shall be void and of no effect unless the person or corporation making or executing same shall secure compensation coverage for the benefit of, and keep insured during the life of said Agreement such employees in compliance with provisions of the Worker's Compensation Law. (2) General Liability (Comprehensive Form) Insurance - Contractor's liability insurance issued to and covering legal liability of the Contractor with respect to all work performed by him under the Agreement. The following insurance coverage shall be included: (a) Independent Contractor's Protective Liability - Covering work performed by subcontractors. (b) Completed Operations or Product Liability. (c) Contractual Liability. (d) Broad Form Property Damage (e) Personal Injury. NOTE: If any of the rating classifications embody property damage exclusions C or U, coverage for eliminating such exclusions must be provided. Coverage for the above will be required in not less than the following amounts: SINGLE LIMITS OF LIABILITY: AGGREGATE LIMITS OF LIABILITY: $1,000,000.00 $10,000,000.00 (3) Automobile Liability Insurance - Policy shall include coverage for all owned as well as non-owned and hired vehicles, and limits shall not be less than the following amounts: BODILY 1N JURY LIABILITY Aggregate: $3,000,000.00 Each Person Each Occurrence $1,000,000.00 PROPERTY DAMAGE LIABILITY Aggregate: $3.000,000.00 Each Occurrence $1,000,000.00 19 14.2 Bonds Prior to the execution Of the Agreement. the successful bidder shall furnish to the Town a Performance Bond wherein the named obligee is the Town of Southold. The Performance Bond's purpose is to secure the faithful performance of the Agreement. The bond' amount shall be set forth in Section A-8.0. The bond shall be executed by a surety company approved by the Town authorized to do business in the State of New York and with an office or representative in Suffolk County, New York. The form shall be acceptable to the Town of Southold and shall have a term through the completion of services. As an a alternative to the Performance Bond, the successful Bidder may furnish a certified check, bank draft, money order, or a standard form irrevocable letter of credit, certified check, bank draft or money order must be made payable to the order of the Town of Southold. The standard form irrevocable letter of credit shall be in a form acceptable to the Town of Southold. In the event the Contractor secures a Performance Bond from any of its subcontractors, said bond shall also name the Town of Southold as a dual obligee. Should the Town designate another public or private gent of contract administrator, the same or others shall be added as additional named obligee at no added costs to the Town, upon written request from the Town. 15.0 INDEMNITY (HOLD HARMLESS) Contractor shall agree to defend, indemnify and save harmless the Town against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the carrying out of or the performance of the terrns of such Agreement, or the failure to carry out any of the revisions, duties, services or requirements of such Agreement, whether such losses and damages are suffered or sustained by the Town directly or its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of the Contractor's employees and agents who may seek to hold the Town liable therefor. This indemnity shall include any and all claims, penalties or other losses or damages incurred by the Town as a result of enforcement or other proceedings by Federal, state or local government agencies relating to Contractor's Disposal Site(s) operation. This obligation shall be ongoing, survive the term of the Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments. The Bidder agrees to join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all necessary appeals which may be necessary, in the opinion of the Town. 20 16.0 PAYMENTS 17.0 18.0 Contractor shall receive monthly payments for services performed during the prior calendar month upon submission of an invoice (with a Town voucher) that shall contain an itemized list of municipal solid waste haul trips from the Town of Southold Transfer Station including the tonnage of municipal-solid waste and the manifest number for each load of municipal solid waste removed. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. Contractor's monthly invoice shall include a daily summary of tonnage received by Contractor at the' Transfer Station. The Town shall be entitled to deduct from any payment owing to Contractor any sums expended by the Town to cure any default or other non-compliance by Contractor. DEFAULT In the event the Contractor fails to perform its obligations under the Agreement, the Tovm may term:,nate such Agreement, ~:1 the T~.vn may procure the services from other sources and hold the Contractor responsible for any excess costs incurred and deduct from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option ,fears. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to the expiration of the term in force (i.e., by January 1, 2013, January 1,2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to terminate the Agreement at any time after Year Two (i. e., after June 30, 2013) of the Agreement for the purpose of entering into an inter-municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. 19.0 SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit' status of its Disposal Site. In the event that Bidder wishes to submit a bid for a Disposal Site for which Bidder does not currently have all necessary federal and state permits, Bidder shall at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing to the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. This is a full service Agreement and failure of the successful Bidder to provide the identified Disposal Site or acceptable alternative Disposal Site, on or after the commencement date for services under the Agreement Documents awarded hereunder shall constitute a breach of this Agreement. The Bidder accordingly shall not be excused from it obligations 21 hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. 20.0 SUBCONTRACTS In the event Bidder does not own the Disposal Site identified in its bid prior to execution of the Agreement, Bidder shall: (1) furnish to the Town a copy of the signed Agreement between Bidder and the Disposal Site Contractor which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents; (2) require the Disposal Site Contractor to furnish to Contractor and the Town a performance bond guaranteeing the availability of the Disposal Site throughout the term of the Agreement; (3) require the' Certi'ficates Contractor to provide insurance naming the Town as additional insureds on all policies maintained by Contractor. 21.0 RIGHTS AND OPTIONS The Town of Southold, New York, reserves and holds at its discretion the folloWing rights and options upon issuing this Bid Solicitation: To award an Agreement to the candidate whose bid is judged to be the lowest responsible bid pursuant to Section 103 of the General Municipal Law of the State of New York. 2. To reject any and/or all bids. 3. To issue subsequent bid solicitations. 4. To issue additional and subsequent solicitations for statements of qualifications and conduct investigations or interviews with respect to the qualifications of each Bidder. 5. To designate another public body, private or public agency, group, or authority to act in its behalf for evaluation and Agreement negotiations. 6. To designate another public body, private or public agency, group, or authority to act in its behalf for contract administration of this project at any time during the Agreement period. 22 SECTION B BID SPECIFICATIONS (TECHNICALfMANAGEMENT) SECTION B BID SPECIFICATIONS TECHNICAL/MANAGEMENT 1.0 REQUiREMENTS This request for bids is issued for the Town of Southold, State of New York, Town Hall, 53095 Main Road, Southold, New York, 11971 (Telephone (516) 765-1800) The effort, shall be known as the Town of Southold Solid Waste Transport and Disposal Service. The Town of Southold desires to issue an Agreement with a qualified Contractor to haul and dispose of a portion of its Solid Waste. The Town will need to dispose of approximately 10,000 tons of solid waste during the agreement years The Contractor will ensure the Town that solid waste will continue to be; 1 ) hauled from the Town of Southold's transfer Station to disposal site(s), and; 2) disposed at permitted disposal site(s). The following general services are sought in this request: · HAUL Provide equipment, labor, maintenance, management and policies to operate a transportation system for hauling solid waste from the Town of Southold transfer Station to Contractor designated disposal site(s) as set forth herein. Transportation equipment shall be in accordance with New York. State Department of Transportation, Interstate Commerce Commission, United States Depm tment of Transportation, as defined in the Code of Federal Regulations, or other applicable state and federal regulatory requirements. · Disposal Reserve capacity and provide equipment, labor, maintenance, management and policies to receive and dispose of solid waste from the Town of Southold Transfer Station as set forth herein. The Contractor's New York State Solid Waste Disposal Site(s) must be in compliance with all State of New York Department Of Environmental Conservatioffs and U.S. Government's Regulatory requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. Disposal Sites outside New- York State shall be permitted by applicable local, state and Federal laws including RCRA and Subtitle D and regulations deemed by the Town to be no less protective of the environment than those outlined in this specification. Disposal alternatives that will be considered include land disposal, incineration, composting, etc., as long as they comply with regulatory requirements and environmental standards. 24 2.0 PROGRAM GOALS AND OBJECTIVES 3.0 The goal of this project is the continued safe and reliable hauling and disposal of the solid waste materials fi.om the Town Of Southold Transfer Station at minimum cost to the citizenry. It is also the objective of the Town of Southold to ensure that the haul-disposal operations proceed according to the provisions of this document and subsequent agreements/amendments are upheld. POTENTIAL REGULATORY AND OPERATIONAL CHANGES During the term of the Agreement, there may be a number of regulatory and operational changes which may affect the quantities and types of solid waste received at the Town of Southold Transfer Station and delivered to the Disposal Site; the manner in which solid waste is handled by the Town prior to the loading of ~vaste fi~ ~ransfer; and the eqmpment maintained and used by Town forces in the handling of waste m be transferred. This Agreement will not provide any guarantees with respect to the volume of waste to be hauled and/or disposed of by Contractor or the specific operational techniques and/or equipment to be employed by the Town in the handling of waste at the Town transfer station. The Town reserves the right to designate another public body, private or public agency, group or authority to act in its behalf for administration of the Agreement at any time during the term of Agreement. 4.0 CHARACTER OF THE SOLID WASTE The wastes which are to be hauled and disposed of under terms of this bid solicitation are to include typical municipal wastes fi.om a rural community. This will include all waste types generated in private households, and, therefore, can include broken furniture, small appliances, and other wastes generated in a private home or apartment as allowed under 6NYCRR Part 360- 1.2(a) regulations and the Garbage, Rubbish and Refuse Law, Chapter 48 of the Code of the Town of Southold. Commercial waste may also be included in the solid waste stream. It may include any waste which is typically disposed of in dumpster or roll-off type container boxes at restaurants, small businesses, light industries, hospitals, office buildings etc. It should not include any wastes covered by special waste permits Such as pathogenic or hazardous materials, but the Town cannot guarantee that the waste stream does not contain same. Special costs associated with handling noncompliance loads will be compensated under Forced Accounting (Appendix A-9). 25 4.¸I 5.0 5.1 Quality and Characteristics The Town Of Southold's historical solid waste quantities and characterization data are Available upon request. MSW Tonnage disposed in under contract in 2006 totaled approx. 9,000 tons. Bidders are cautioned that actual quantities may differ significantly from these data. Recycling programs may affect the quantity and characteristics of the waste received at the Town of Southold Transfer Station. If the Contractor discovers any non-compliance waste (hazardous, regulated medical or special wastes), the Contractor shall notify the Town and dispose of [he noncompliance waste in accordance with local, state and Federal regulations. Compensation for such waste disposal services shall be provided for under Forced Accounting (Appendix A-9). The Town makes no specific representations in the foregoing disclosure. PROGRAM ACTIVITIES Collection The Town of Southold Transfer Station is open 7 days a week, except holidays, from 7:00 A.M. to 5:00 P.M. The Contractor will be expected to collect and remove solid waste from the Transfer Station during the following hours: Monday through Friday 7:00 A.M. to 4:00 P.M. The Transfer Station is closed on the following holidays: New Year's Day Mmtin Luther King Day President's Day Easter Sunday Memorial Day Independence Day Labor Day Columbus Day Election Day Veteran's Day ½ Thanksgiving Eve Thanksgiving Day ½ Christmas Eve Christmas Day V2 New Years Eve The Contractor must make transfer containers available for loading seven days a week. if requested, between 7:00 A.M. and 4:00 P.M. Removal of waste on Sundays is not always required. The Contractor will be expected to provide enough containers to empty the Transfer Station tipping floor on a daily basis, delivery and staging of an adequate number of containers for this purpose will be coordinated with Transfer Station Staff as needed. 26 5.2 5.3 5.4 6.0 6.1 Loading Mode The Contractor shall fully prepare transfer containers for loading, including assuring that container covers or empty containers are left open. [SEE NOTE AT END OF SECTION 6.3.] Solid Waste will be loaded by the Town at its Transfer Station using a front end wheel loader. After loading, Contractor will bring transfer containers to the Town's track scales for weighing to prevent overloading and to document haul and disposal tonnages. Contractor will then cover (tarp) his load prior to leaving the site. If required by any local, state or Federal regulations or law, the contractor shall provide sealed containers for loading. This service shall be at the Contractor's expense and included in the unit price bid. Town Of Southold Accident and Damage Policy The Contractor shall be required to prepare an Accident Report (See Appendix C) Of any accidents and/or damage that occur while performing services under the term of the Agreement. The Town of Southold shall immediately be notified of any major occurrences such as bodily injury of structural damage to the Town's Transfer Station. An Accident Report will be submitted to the Town within twenty-four (24) hours containing the date, time, location, and complete description of all incidents. The offending Parts or representative/e thereof shall also be recorded and required to sign the accident/damage report prior to departing the Town of Southold Transfer Station. All accident and/or damage reports will be included in reports to the Town NYSDEC Part 360 Permit to Operate The Town Of Southold operates the Transfer Station under a New York State Depadment of Environmental Conservation CNYSDEC) Part 360 Permit to Operate. A copy of NYSDEC Permit is included as Appendix B. HAUL SERVICES For Solid Waste Haul-Disposal Services-Agreement, the following services will include the tasks, responsibilities and performance required as outlined herein. Transport Mode The Town will consider a transportation mode of track or truck and rail under this solicitation. 27 6.2 6.3 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items without limitations, to maintain a reliable haul services operation in a manner that will meet the needs of the Town of Southold. · Managenaent and operation of a fleet of truck and/or rail containers to accommodate the transport of solid waste from the Town transfer Station to Solid Waste Disposal Site(s) in accordance with all local, state, and Federal regulations. [SEE NOTE AT END OF SECTION 6.3.] · Financial liability and maintenance responsibility of transport equipment, i.e., dump trailers, transfer trailers bulk material containers, vehicles, personnel and services for open-top loading solid waste hauling activities. · CoordinatiOn of haul services with disPosal services. Equipment The Contractor shall provide reliable refuse handling and other essential ancillary equipment, along with personnel to operate and maintain a reliable haul services system in a manner that will satisfy the needs of the Town of Southold. The minimum level of haul services equipment acceptable to the Town to support the haul operation includes open-top trailers and bulk material containers. The Contractor will supply additional open-top trailers and containers, etc. UNDER THIS SOLICITATION, THE TOWN WILL REQUIRE THE CONTRACTOR TO STAGE AN ADEQUATE NUMBER OF TRANSFER TRAILERS TO ACCOMMODATE THE ANTICIPATED WASTE STREAM COMFORTABLY. While the Town will not dictate the exact number of trailers to be placed, typically, this means the Contractor will need to plan on having three (3) or four (4) trailers at the Transfer Station at any given time. The contractor must assure the Town that an adequate reserve supply of equipment exists to haul and dispose of the daily and seasonal solid waste including unpredictable surges or delays due to inclement weather and that transport equipment storage requirements will meet the Town of Southold Transfer Station requirements. Each bidder is therefore responsible for familiarizing itself with the Town of Southold Transfer Station site. solid waste, etc., to assure equipment compatibility. Transport equipment used at the Southold Town Transfer Station may be open-top bulk material containers, dump trailers, roll-off containers or open-top transfer trailers, provided that all such equipment is suitable for convenient loading given existing configurations of the Town of Southold Transfer Station. All Transport equipment, including equipment involved in any interim transfer operation (i.e., any transfer of Southold Town MSW into other vehicles/containers prior to disposal) shall be: 1) Registered with the State of New York Department of Motor Vehicles or equivalent agency; 2) designed to preclude spillage of waste; 3) loaded 28 6.4 6.5 within their design capacity and New York State Department of Transportation regulations; 4) well maintained in good working order. Corroded defective, bent, deformed or punctured trailers, roll-off boxes, or other containers of waste materials shall not be utilized at any time. Suitable covers shall be provided and used while transporting solid waste in open-top transport equipment. The bidder shall clearly indicate [he quantity and type of transport equipment/vehicles it plans to use, their availability date, state of repair, and that such units are compatible with the Town of Southold Transfer Station scales and New York State DOT regulations, United States Department of Transportation, as defined in the Code of Federal Regulations or equivalent. The Contractor will promptly remove from use any transport equipment/vehicle that does not conform with these requirements and replace it with an acceptable unit. The Contractor shall maintain its own off-site maintenance shop facilities for servicing the transport equipment and ~vehicle fleet, unless it elects to subcontract for these services. No major maintenance may be done at the Town of Southold Transfer Station site. NOTE: In the course of this Agreement, the Town may, at its discretion, provide 1 or more transfer trailers for use by the Contractor. The Town warrants that any such equipment provlded would be compatible with hauling vehicles (tractors) generally standard in the waste hauling industry. In the event that the Town wishes to provide such equipment for use by the Contractor, the Contractor together with the Town shall develop an addendum to this agreement governing such use. Weighings The Town of Southold will provide certified weighing at the Town of Southold Transfer Station. The Contractor will accept these weights for invoicing purposes. All weights will be generated on current certified weigh scales. Routing Mode - Contractor's Responsibility Contractor will have the right to select the route(s) for travel from the Town of Southold transfer Station to the Disposal Site(s). Contractor warrants and guarantees that, in selecting and utilizing such route(s), Contractor will insure that it is not violating any applicable motor vehicle height (overpass clearance), motor vehicle weight restrictions, local ordinances or Interstate Commerce Commission regulations. Contractor will indemnify and hold the Town harmless from any claims, fines and other damages assessed upon or incurred by the Town as a result of any violations of applicable restrictions or regulations relating to the routes traveled by the Contractor. 7.0 DISPOSAL SERVICES PROGRAM ACTIVITIES For Solid Waste Haut-Disposal Service Agreement, the following disposal services will 29 include the tasks, responsibilities and performance requirements as outlined herein. 7.1 7.2 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items, without limitations, to maintain a reliable disposal services operation in a manner that will meet the needs of the Town Of Southold. · Liability insurance, performance and payment bonds· · Safety equipment. Operational Capacity The bidder shall identify in its proPosm, a!e following information: Disposal Site capacity. Flexibility of Disposal Site capacity to allow for seasonal variances in waste generation and sufficient to permit service in the tonnages bid. Hours and days of the week that the designated Disposal Site will be open for receiving solid waste from the Town of Southold, including weekends, holidays and special closure periods. 7.3 Permit Requirements Throughout the term of Agreement that may result from this Bid solicitation, the Contractor must maintain all current and valid local, state and Federal permits, licenses, or other authorizations, (either temporary and permanent) which are required by law to receive solid waste at any and all Disposal sites designated by the bidder. Because of the varying terms of Solid Waste Disposal Site permits, it is possible that a permit will expire during the term of Agreement. The responsibility of obtaining and/or renewing a permit to operate is solely upon the Contractor. In the event a Contractor fails to maintain or obtain any necessary current and valid local state and Federal Permits., licenses, or other authorizations, allowing the lawful use of its designated Disposal Site then the Contractor will be solely responsible for obtaining the utilization of an alternate Solid Waste Disposal Site at no additional cost to the Town including any additional hauling cost because of the location of the alternate Disposal site. Under no circumstances shall such a change in Disposal Site or failure or inability to obtain permits by the Contractor be considered a change in conditions, in the event the Contractor is unable to find an alternate Disposal Site, it shall be deemed to be in default of the Agreement and liable for damages, bonds forfeitures and other expenses as 30 provided in the Agreement. In the event the individual and/or entity submitting a bid in response to this bid solicitation is not the individual and/or entity named as the permit holder on any necessary current and valid local, state or federal permits, licenses or other authorizations, required by law to receive solid waste at any disposal site designated by the bidder or any alternate disposal site, the bidder is required to provide satisfactory evidence to the Town of Southold of a binding contractual relationship between the bidder and the permit holder which provides the bidder with the irrevocable right to utilize the solid waste disposal site during the term of Agreement, or portion thereof, in a manner which is in complete compliance with this bid solicitation and the bidder's bid submission. The agreement between the bidder and the permit holder shall include provisions that: Provide Town with the right to discuss operational matters with the permit holder whenever necessary. Require the permit holder to comply with directives of the Town which are consistent with and pursuant to the Agreement which shall result from this bid solicitation. 7.3.1 Disposal Sites Inside State of New York The Contractor's Solid Waste Disposal Sites, if located within the State of New York, must be in compliance with all State of New York Department of Environmental Conservation's and U.S. Environmental Protection Agency regulators requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Site must have valid construction and operating permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. Disposal alternatives that will be considered include land disposal, waste to energy (incineration), composting, etc., as long as they comply with all the above governing regulators requirements and environmental standards. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. No Disposal Site shall be acceptable unless it poses no significant threat to the environment and its design, construction and operation complies with all applicable laws. 7.3.2 Disposal Sites Outside State of New York The Contractor's Solid Waste Disposal Sites, if located outside the State of New York 31 must be in compliance with all the applicable local, state and Federal laws and regulations and U.S. Environmental Protection Agency regulatory requirements, e.g. Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Sites must have valid construction and operation permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. If the Solid Waste Disposal Site is a landfill, it must comply with the following minimum standards: · Liner System. All proposed landfills under the Agreement shall be provided with at least a single liner system to restrict the migration of leachate and prevent pollution of tmderling soil or groundwater. Liner systems shall consist of low permeability soil admixtures, clays or syniheac materials. Liners are at a nfinimum to consist of a~at~-rials having a demonstrated hydraulic conductivity and chemical and physical resistance not adversely affected by waste emplacement or sanitary landfill leachate, including synthetic geo-membranes and soils such as clay or other semi-impervious admixture. Liner systems may consist of an impervious liner composed of at least two feet of clay with demonstrated hydraulic conductivity of lx 10-> cm/sec or a synthetic single lining system ora thickness of at least 60 mils. Thicknesses down to 40 mils may be acceptable for composite liners which include impervious clay. Foundation: The proposed landfill shall be designed and constructed on an appropriate foundation which provides finn, relatively unyielding planar surfaces to support the liner system and which is capable of providing support to the liner and resistance to the pressure gradient above and below the liner resulting from settlement, compression or uplift. Leachate Collection: The proposed landfill shall be equipped by a leachate drainage and removal system. The leachate drainage system-shall consist of collection pipes and a drainage layer. The system shall be designed to ensure that the leachate head on the liner does not exceed one foot at any time. A leachate removal system shall be provided to remove leachate within the drainage system to a central collection point for treatment and disposal. Leachate Treatment and Disposal: Leachate shall be treated and disposed of in accordance with all applicable taws, including applicable pretreatment standards and discharge limitations. Gas Collection and Venting: The proposed landfill shall be equipped with a suitable gas collection and/or venting system which complies with all air pollution requirements and other applicable laws. 32 7.4 Surface Drainage Systems: The proposed landfill shall be designed with an appropriate surface drainage system which isolates the landfill from adjacent surface water drainage in a controlled manner, as well as controlling mn-off from the landfill itself. Monitoring System: The proposed landfill shall be equipped with appropriate systems to monitor groundwater quality, gas production, leachate volume, quantity, slope and settlement status. The number and location of ground water monitoring wells shall be sufficient to define and detect any potential migration of contaminants. However, no fewer than one up-gradient monitoring well and two down-gradient monitoring wells shall be provided in any event. A regular sampling and analysis program shall be in place to verify that no groundwater contamination results from the landfill. Closure: The proposed landfill shall have in place a written closure plan which conforms to applicable taws and standard industry practice. The closure plan shall, be designed t6 insure that cont'amin[/ti0//does not spread from the landfill during) ~he post dosui'e period. Bidder must clearly specify their intended disposal alternatives and support same with copies of appropriate experience, site location, permits, agreements et al., as outlined in this bid solicitation. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. The Contractor shall 1re solely and completely Responsible for any and all liability relative to contractor's failure to dispose of solid waste at an approved site. Weighings The Town will compensate the Contractor for waste material hauled and disposed of on a net tonnage basis (short tons = 2000 pounds). The certified weighings will be made at the Southold Town Transfer Station. The Disposal Site will accept these weights for invoicing purposes. Alt weights will be generated on current certified weigh scales. In the event of any dispute over differences in net weights between the Town and Disposal Sites scales and weight records, the Town may make payment upon the weight it deems to be most correct, until the dispute is reconciled. Any claims for differences must be filed in writing within sixty (60) days of occurrence or the Town's calculation shall be deemed final and binding between the parties. 8.0 SAFETY AND HEALTH REGULATIONS The Contractor shall comply with all current Federal Department of Labor, Safety and Health Regulations under the Occupational Safety and Health Act, 1972 (PL 91-596) and Section 107, Agreement Work Hours and Safety Standards Act (PL 91-54). Specific consideration shall be given, but not limited to the following major areas: 33 a. Maintenance safety procedures - guards and Shields on dynamic equipment, guards, railings, electrical lockouts, vehicle wheelblocks, audio vehicle backup alarms, vehicle wheel chocks, etc. b. Employee safety orientation, education, teaching, first-aid training, cardiopulmonary resuscitation, etc. c. Noise and dust control, ear protection, respirators, hard-hats, safety shields, glasses, protective clothing, sanitary facilities, etc., d. Fire and explosion preventions, control, equipment (fire blankets, extinguishers, first aid hoses, etc.) and personnel escape alternatives. e. Traffic flow control patterns. f. ' Accident or injui-y reportin~g s~,§f6m'(the Tdwn shall received copies of al reports and immediate verbal notification). g. Employee health safeguards. h. Mechanic's lien safeguard against work interference. The Contractor shall comply with all local, state and Federal regulations, laws and Statutes, which apply to the work and to safety in particular. The Contractor shall comply with New York State Department of Labor current requirements. The Contractor shall be solely and completely responsible for operational safety during performance of the Agreement. The obligation exists twenty-four (24) hours a day, each and every day throughout the term of the Agreement. The Town of Southold shall not have any responsibility for means, methods, sequences of techniques selected by the Contractor for safety precautions and programs, or for any failure to comply with laws, rules, regulations, ordinances, codes or orders applicable to the Contractor furnishing and performing the services under the terms of the Agreement. 9.0 OPERATIONS AND PROCEDURES The Contractor will be required, prior to commencement of operations, to provide the following operational plans to the Town for review and acceptance. Revisions, modification's, and updates shall be forwarded to the Town throughout the term of the Agreement. Organization personnel and structure, showing the chain of command, names and telephone numbers and staffing requirements. 34 9.1 Operational plan - shifts, hours, etc. Safety, disaster, and emergency procedures. Transportation plan, including available transport equipment, vehicle fleet and reserve capabilities. Inclement Weather Plan - This shall describe the bidder's plan should inclement weather alter normal daily operations as described in the bidder's operations plan. The inclement weather plan shall include hauling operations and disposal operations. The bidder's means of assessing inclement weather conditions (weather and road conditions), method of reporting to the Town and the alternatives shall be described. Supporting Data In the event the Town requires any information in support of Town held licenses and permits at the Town, County, State and Federal level, the Contractor will be required to furnish all licenses, permits and inspection reports regarding equipment and disposal sites which may be required by Town, County, State or Federal law. In the event the Contractor requires any information in support of Contractor held licenses and permits at the Town, County, State and Federal level, the Town will cooperate in furnishing such information as it applies to the Southold Town operations. Operating (hauling and disposal) records shall be considered essential to the operation. The Contractor shall keep these data in an organized fashion that allows for easy retrieval and analysis. The Town, or its designee, may upon 24 hours notice inspect the contractor's records. Such records shall he kept, available by Contractor for a period of two (2) years after termination of this Agreement. In the event the Town requires additional .information for reporting purposes, the Contractor will supply same. The Town, or its designee, may call upon the Contractor at anytime for an oral review of any technical matter. The Contractor shall file and update the following information as specified herein. Items Haul Equipment (Schedule H) Haul Accident Report (Appendix C) Disposal Accident Reports Licenses, Permits and Inspection Reports Part 360 Permit All Bid Information Schedules Due as changes occur on occurrence on occurrence on occurrence as changes occur as changes occur 35 SECTION C CONTRACTOR BID FORM SECTION C TOWN OF SOUTHOLD SOLID WASTE HAUL-DISPOSAL SERVICES CONTRACTOR BID FORM 1.0 INTENT The undersigned hereby recognizes that these documents are complementary and are intended to provide for uniformity in bid evaluations. The formal Agreements resulting from this Bid Solicitation shall be in a form provided by the Town. These documents are intended to depict complete Solid Waste Haul-Disposal Services Agreement and therefore any discrepancies contained in the documents, of the omission fi.om the documents of express reference to any work which obviously was intended under the Agreement, shall not excuse or relieve the Bidder from furnishing the same. No oral statement shall in any manner or degree modify of otherwise affect the terms of the Agreement. Work or materials described in words which have a well known technical or trade meaning, shall be interpreted by such meaning. 2.0 GENERAL BID. STATEMENT TO: TOWN OF SOUTHOLD STATE OF NEW YORK 53095 MAIN ROAD SOUTHOLD, NEW YORK 11971 Gentlemen: The undersigned Bidder has carefully examined the forms and content of the Bid Solicitation, including notice to bidders, bid bond, sample operating agreement, performance bond, certificates of insurance, genera! conditions, bid specifications, and addenda, has familiarized itself with the sites of work, and hereby proposes to furnish all necessary services, perrnits, labor, materials, equipment, vehicles, and tools required to perform and complete the work in strict accordance with all of the bid documents written by or on behalf of the Town of Southold for this project. 37 The undersigned Bidder agrees to abide by all conditions stated, intended, or implied both particularly and generally by the terms of this Bid Solicitation, the Agreement to be provided by the Town, and the unit price Bid herein stated. 1. The Undersigned Bidder also agrees as follows: FIRST: If this bid is accepted, to execute the Agreement and furnish to the Town a satisfactory performance bond, and insurance all within ten (10) calendar days. SECOND: To begin Solid Waste Haul-Disposal services operations on the commencement date of any Agreement awarded hereunder, having completed all necessary prior preparations of operational planning, personnel hiring, equipment procurement, subcontractor contractual agreements, and ancillary facilities, etc.; to assure a smooth and orderly acceptance of these duties. THIRD: To pay the Town any and all dmaaScs i~ may incm' as a reaalt of the Contractor's failure to 'perform all acts necessary to the execution of the Agreement as provided in the Bid Solicitation. It is recognized and agreed that the Town has the unconditional right to utilize the funds provided by the bid bond posted by the Bidder as a means of obtaining indemnification or, payment of such damages. FOURTH: as follows: During the performance of this Agreement, the Contractor hereby agrees The Contractor shall not discriminate against any employee or applicant for employment because of age, race, creed, color, sex, marital status, national origin, physical disability, and shall take affirmative action to ensure that they are afforded equal employment opportunities without discrimination because of age, race, creed, color, sex, marital status, national origin or physical disability. Such action shall be taken with refercmce, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination, rates of pay, or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The Contractor shall comply with the provisions of Sections 290 through 301 of the Executive Law, Shall furnish all information and reports deemed necessary by the State Commission for Human Rights under these nondiscrimination clauses and such sections of the Executive Law, and shall permit access to his books, records, and accounts by the State Commission for Human Rights, the Attorney General. and the Industrial Commissioner for purposes of investigation to ascertain compliance with these nondiscrimination clauses and such sections of the Executive Law and Civil Rights Law. This Agreement may be forthwith cancelled, terminated, or suspended, in whole or in part, by the Town upon the basis ora finding made by the State Commission 38 for Human Rights that the Contractor has not complied with these nondiscrimination clauses, and the Contractor may be declared ineligible for future Agreements made by or on behalf of the state or public authority or agency of the state, until he satisfies to the State Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these nondiscrimination clauses. Such findings shall be made by the State Commission for Human Rights after conciliation efforts by the Commission have failed to achieve compliance with these nondiscrimination clauses and after verified complaint has been filed with the Commission, notice thereof has been given to the Contractor, and an opportunity has been afforded to him to be heard publicly before three members of the Commission. Such sanctions may be imposed and remedies invoked independently or in addition to sanctions and remedies otherwise provided by law. No laborer, workman or mechanic in the employ of the Contractor or Subco~trac~oi'shali be permitted or required to work more than eigi~l hours in any one calendar day, or more than five days in any one week except as otherwise provided in Labor Code Section 220. The Contractor shall include the provisions of clauses (a) through (e) in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within the State of New York. The Contractor will take such action in enforcing such provisions of such subcontract or purchase order as the Town may direct, including sanctions and remedies. FIFTH: By submission of this bid, the Bidder and each person signing on behalf of any Bidder certifies, and in case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury that to the best of his knowledge and belief: The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor. Co No attempt has been made nor will be made by the Bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. The undersigned also declares that it has or they have carefully examined the Bid Solicitation requirements and sample operating agreement and that it has or they have personally inspected the actual location of work, together with the local sources of 39 supply, has or have satisfied itself or themselves as to all the quantities and conditions, and waives all rights to claim any misunderstanding, omissions or errors regarding the same which such inspection and observation would have disclosed. The undersigned further understands and agrees that it is or they are to furnish and provide in return for the respective Evaluation Unit Bid Price, all the necessary materials, machinery, vehicles, implements, tools, labor services, and other items of whatever nature, and to do and perform all work necessary under the aforesaid conditions, to complete operations of the aforementioned Solid' Waste Haul-Disposal Services operations in accordance with the Bid Solicitation requirements, which requirements are a part of this response, and that it or they will accept in full compensation therefore, the compensation provided for in Section C-3. The undersigned submits herewith a bid guaranty within the form provided by the applicable bid documents in the amount of $100,000.00 for any option or combination thereof. In the event this propos~il is accepted; and the undersigned faii~, within ten (10) calendar days after date of receipt of Notice Of Award from the Town to execute and deliver an Agreement in the form provided by the Town or fails to execute and deliver evidence of proper insurance coverage and performance bond in the amounts required and in the prescribed form within ten (10) days after Notice of Award, the bid guaranty Shall be forfeited and be retained by the Town toward the satisfaction of liquidated damages and not as a penalty. Otherwise, the total amount of bid guaranty liquidated will be returned to the Bidder. The undersigned acknowledges the receipt of the following addenda, but it agrees that it is bound by all addenda whether or not listed herein and whether or not actually received, it being the Bidder's responsibility to receive and have knowledge of all addenda. ADDENDUM NUMBER AND DATES Number 1 - Dated: Number 2 - Dated: Number3-Dated: Number 4 - Dated: Number 5 - Dated: The Bidder has completed the Contract Bid Form and Unit Price Schedules in both words and numerals in accordance with these bid requirements. 40 3~0 UNIT PRICE BID SCHEDULE SOLID WASTE HAUL-DISPOSAL SERVICES SOUTHOLD TOWN, NEW YORK 3.1 COMPENSATION The undersigned hereby submits the following price bid to fumish Solid Waste Haul- Disposal Services, to Southold Town, New York for the terms Jll though ,,].k/ HAUL-DISPOSAL SERVICES The Haul-Disposal Service applicable unit price per ton for agreement year ONE ~t..10h]'14 0/')?''' ~ent}(~ '?.~.~1 ...... ).(Cl') O t The Haul-Disposal Service applicable unit price per ton for agreement year TWO is e,t~j, lj-lf--~rre et~h~, o~F cents (* ? 5' ~/ ). (C2) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year o~$ is .el ~h~ -flOe donarsand I el~J'l~k~/ D~')I~ cents($ ~,.5'- ~ l ).(C3) dollars and dollars and The Haul-Disposal Service applicable unit price per ton for agreement OPTION year TWO is ~/0~P/~ ~C//t°/~ dollarsand cents (* 8"/' ~ I ). (C4) d' I The Haul-Disposal Service applicable unit price per ton for agreement OPTION year THREE is ~]O]Qpl~ i~ll/]~ dollarsand 41 3,2 EVALUATION UNIT BID PRICE FORMULA Evaluation Unit Bid Price = (C1)10,000+(C2)10,000+.5(C3)10,000+.5(C4)10,000+.5(C$)10,000 35,000 tons EvaluationUnitBidPrice=$ ~)~.,~=~D (' e l qo]'l j't/ -t~ l,]~' ~[O //Qtr 5 4, -f~ /-~ ~2,UO Ce/q/aY The evaluation unit bid price formula is designed to evaluate the option years (i.e., years three through 5) at 1/2 the evaluate of each of the first two (2) years. Bidder.'-~//q gnvj ranment-ol jrt: ~ Firm-Coo. oration Address Au~e~es~ntafive Date ?e~r K.~jlq- ~e6ldenk 4.0 B~ SE~RI~ ACKNOWLEDGEMENT /. oll I have attached the required bid security to this bid. 5.0 INFORMATION SCHEDULES I agree to furnish and include the following information schedules in addition to the information submitted with this proposal, as a part of this bid: Certification that the Bidder does not currently owe taxes, or other outstanding funds, or have pending or is currently involved in any litigation-involving the Town of Southold, State of New York (Schedule A, attached hereto). Location and address of the Bidder's main office and the main office of parent companies (if applicable) and Certified Statements of Ownership (Schedule B, attached hereto). Identification of Surety Company and its Agent. and written certification from the Surety verifying the bond specified herein will be provided (Schedule C, attached hereto). Identification of all currently registered parent bidding subsidiary corporate officers, and their addresses, and identification and certification of offices authorized to execute an Agreement on behalf of the firm (Schedule D, attached hereto). /qq /13be 42 H. I. J. M. Dated: Detailed financial statement for the Bidder, and if applicable, for parent companies (Schedule E, attached hereto). Statement of Bidder's Qualifications and related experiences (Schedule F, attached hereto). Major Subcontractors - (Schedule G, attached hereto). Equipment- (Schedule H, attached hereto). Maximum Specified Capacity- (Schedule I, attached hereto). Information on Bidder's Solid Waste Disposal Site(s) (Schedule J attached hereto). Form of B~d Bbnd (Schedule K, attached hereto). Performance Bond (Schedule L, attached hereto). Operation Plan (Schedule M, attached hereto). Name of Bidder: Address of Bidder: By: Corporafe Seal Title (If a Corporation) Incorporated under the laws of the State of Names and addresses of officers of the corporation: l'. (President) Namet (Secretary) Name Address 'J Address O 43 (Treasurer) Name (If an individual or partnership) Address Names and addresses of all principals or partners INFORMATION SCHEDULE A Town of Southold Bid Project This Bidder .'~/tq Solid Waste Haul-Disposal Services (Bidder's legal name) herein certifies that as a Bidder, it does not currently owe delinquent taxes or other outstanding Funds, of having pending or currently involved in any litigation involving the Town of Southold, State of New York. Name of Bidder:'~-'b[ / /~,~'tq!/I FOtqPYlt~f}Tl~ f By: ,ate: ,, ( .Authgt'r'z/eff/~ignatur e) I NOTE: (1) (2) If blank not applicable, fill in with N/A If bidder owes the Town taxes or is involved in any litigation, a statement of explanation will be attached hereto. Tax/Litigation Certification BID (PROPOSAL) FORM Schedule 5.0.A Page 1 of 1 45 INFORMATION SCHEDULE B Town of Southold Bid Project Solid Waste Haul-Disposal Services The following is information on the undersigned Bidder's office locations: Bidder's Main Office M~ager's Nme {Contact) Fi~'s Legal N~e Street Address (Box Nmb~ City /State Zip Telephone Numb~ The Bidder herein certifies that the Bidder's Parent Corporation Main Office ? Manager's Name (Contact) Parent Firm'S Legal Name Street Address (Box Numbers) City State Zip Telephone Number Firm is partially/wholly owned subsidiary of This By Parent Firm is owned Parent Firm / or is a public/private stock corporation. Bidder Office Locations/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 1 of 2 46 INFORMATION SCHEDULE B - (Continued) ~'~~ 6~f F/~ Date: By: ~F / Note: (1) (2) Any attachments or modifications to this form shall be labeled Schedule 5.0.B, and properly integrated into the Bid Form, If blank not applicable, fill in with N/A. Bidder Office Location/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 2 of 2 47 This is identification that will be the Surety Company for INFORMATION SCHEDULE C Town of Southold Bid Project Solid Waste Haul-Disposal Services the Bidder, on this project and that the named Surety Company herein provides written certification that the named Surety Company will provide the Performance Bond, specified in the Contract Documents, in the event the Bidder enters into an agreement with the Town. The Surety Company herein certifies that such Company is licensed to do business in the State of New York. (L.S.) (SEAL) Principal Surety Company By: Surety Verification BID (PROPOSAL) FORM Schedule 5.0.C 48 INFORMATION SCHEDULE D Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that the below named individuals are the current registered corporate officers, along current permanent addresses, and designates their authority to execute an Agreement on behalf of the firm Officer's Name Subsidiary Corporate Title Address City State, Zip_ Officer's Name Parent Corporate Title Address City State, Zip Officer's Name Subsidiary Corporate Title Address City State, Zip. Officer's Name .~/~ IIIO P P/} Parent Co¢orate Title Address City ~f~ State, Zip OfficeFs Name Subsidiary Corporate Title Address City State, Zip. Officer's Name -~0ff/0 ~' ~. Parent Corporate Title ~C¢ flre lder - City ~0~? IMoshm~ State, Zip N~ I10 0 Current Corporate Officers BID (PROPOSAL) FORM Schedule 5.0.D Page 1 of 2 49 INFORMATION SCHEDULE D - (Continued) Officer's Name .~0 rnes Corporate Title Address 0~) Chady city State, Zip t/V~t 117c/I Corporate Sea[ Officer's Name))O~le I Parent Corporate Title Address City ~D State, Zip Name of Bidder:'~.l I~ gn~/} f2Mq 0¢¢r14/11, Date ~/~J~// NOTE: If blank not applicable, fill in with N[A Current Corporate Officer BID (PROPOSAL) FORM Schedule 5.0.D Page 2 of 2 50 INFORMATION SCHEDULE E Town of Southold Bid Project Solid Waste Haul-Disposal Services STATEMENT OF BIDDER'S FINANCIAL CONDITION This Bidder agrees to provide for any subsidiary and parent firm, and hereto attaches a current or the most recent audited financial Statement(s) including as a minimum the firms opinions, notes, revenue/expense statements, conditions of cash, etc. The attached statement provided includes: Accounting Firm Name JH dOf),r3 Address [.~/j i/L[o~cf~tThrl(,CK r~l/~rloe: ,~t~ ,;~'0 [x./?ll~ IO/~ltq¢ IV)/ i06, O~' Financial Period o~00~ To J~eCernbCF 3], o3010 Statement Date The bidder certifies that he currently has an available line of credit in the amount of $ 5, ~ t~c~ t{7 7 . A supporting documentary evidence attached to this form is supplied by: Name Herr, Il Address /0](3 ~Or.~Pr~3 Date ~a7 The undersigned Bidder certifies to the validity of statement and agrees to furnish any other information upon request that may be required by the Town of Southold, New York. Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 1 of 2 TULLY ENVIRONMENTAL INC. NOTES TO FINANCIAL STATEMENTS Note 7 - Equipment and improvements: Major classes of equipment and improvements at December 31, 2010 and 2009 were as follows: 2010 2009 Motor vehicles Furniture and fixtures Machinery and equipment Equipment under capital lease Leasehold improvements $ .5,535,647 $ 5,554,862 164,060 164,060 14,389,667 14,030,452 1,009,344 1,009,344 1,136,064 1,136,064 22,234,782 21,894,782 (13,733,468) $ 8.161.31~4 Less accumulated dep?eciation an.d amortiza~tion (15t508,839) Totals ~= ~ ~J?~=~=4~ Note 8 - Lines of credit: The Company has a revolving line of credit agreement with Merrill Lynch, pursuant to the terms of the Merrill Lynch Loan Management A~reement (th~ "Loan Agreement"). ,, ~--.~ -J ............. ~onY outstanding amounts may be repaid at the Company's option at any ut penalty or premium. The Company's marketable securities account is pledged as collateral for this revolving line of credit. ----~--: . _, .... December 31, 2010 and 2009, the amounts available to borrow is $5,999,477 and $4,138,011. There were no outstanding borrowings as of December 31,2010. At December 31, 2009, the Company had two working capital line of credit facilities with Bank of Amedca providing for maximum borrowings of $9,000,000. Borrowings accrued interest at the bank's prime rate. The line was personally guaranteed by the stockholders and entities related by cornmon ownership and was secured by the Company's assets. The Company had no outstanding borrowings as of December 31, 2009. The working capital line of credit facilities expired on September 29, 2010 and the Company did not renew. Note 9 - Long-term debt: Equipment notes payable to vadous finance institutions, due in monthly aggregate installments of $61,879, including interest ranging from 0.00% to 8.41% through May 2013, collateralized by equipment Less current portion 20!0 2009 $989,925 $!,992,399 562t559 1,291.,587 Long-term debt, net 700.812 13 Tully Environmental Inc. Report on Financial Statements (With Supplementary Information) Years Ended December 31,2010 and 2009 J.H. COHN Report of Independent Public Accountants To the Stockholders Tully Environmental Inc. We have audited the accompanying balance sheets of Tully Environmental Inc. as of December 31, 20'~0 ai~d 2009, a~d ~he re~a~ed statements of income and ~etail~ed earning§s, comprehensive income and cash flows for the years then ended. These financial statements are the responsibility Of the Company's management. Our responsibility is to express an opinion on those financial stalements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tully Environmental Inc. as of December 31, 2010 and 2009, and its results of operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on page 20 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. L White Plains, New York March 31,2011 2 TULLY ENVIRONMENTAL INC. BALANCE SHEET8 DECEMBER 3'1, 20'10 AND 2009 ASBETS Currant assets: Cash and cash equNaients Marketable securities Accounts receivable, net AccouNts receivable - related parties Bonds substituted for retalnage Prepaid expenses and other receivables Total current assets Equlpmenl and Improvements, net Due from related parties Employee loans receivable Security depos~ Totals LIABILITIES AND STOCKHOLDERS' EQUITY Currant liabilities: Current portion of long term-debt Current portion of capital lease obligations Accounts payable and accrued expenses Fringe benefits and payrelJ taxes payable Due to related party Income taxes payable DeleTred income taxes, net Total current liabilities Long-term debt, net of current Ix)dion Capital lease obligations, net of current po~on Deferred income taxes Total ]labilities Commitments and contingencies Stackholdem' equity: Common stock, no par value; 200 shares authorized. 100 shares issued and outstanding Retained eemiegs Accumulated other comprehensive Inceme, net of lax of $26,225 and $98,539 Total stockholders' equity Totals See Notes to Financial Statements. 20'10 2009 $ '1.'198,779 $ 4.389.017 10,357,428 6,798,472 14.458.232 15.800.053 1,251,663 894.658 1,3'H,299 1,083.991 190~204 209,877 28,767,596 29,176,068 6,725,943 8,181,314 1.63'1,114 1,648,438 220,270 220,000 44~615 44,615 $ 37,389,538 $ 39,250,427 562,559 $ 1,291,587 298,275 298,835 6,863,738 9.573,910 267,853 319,778 269,923 738,812 110,527 25,553 8~095 , ,, 71~253 8,380,970 12,319.728 427~366 700,812 208,274 294 r244 240~701 , 9~099~580 13,559,515 2,000 2.000 28,0'10.673 24,664.330 277~285 ., ~1,024.582 28,289,968 25,690~912 $ 37,389,538 $ 3g,250,,427, Cost of revenue Gross petit General and administrative expenses Operating Income TULLY ENVIRONMENTAL INC. STATEMENTS OF INCOME AND RETAINED EARNINGS YEARS ENDED DECEMBER 31, 2010 AND 2009 2010 $ 79,935,536 60~778~75t 19,156,785 15,13,5,77t 4,02f,014 Other income (expense): Interest and other Income Other income Gain on sale of equipment Realized loss on sale of marketable securities Interest expense Totals Income before income taxes Provision for income taxes Net Income Retained earnings, beginning of year Distributions Retained earnings, end of year 2009 $ 83,608,325 67,4.49,553 16,158,772 12~701r436 3~457r336 495,743 16,691 33,t99 (34,882) $10r771 4,53t,785 446~442 4,086,343 24,664,330 (740,000) $ 28,010,673 404,714 25,870 20,000 (11,44g) (174,310) 264,825 3,722,161 646~820 3,075,341 21,588,989 $ 24,664~330 See Notes to Financial Statements. Net Income TULLY ENVIRONMENTAL iNC. STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2010 AND 2009 2010 $ .4.,0..86,343 Olher comprehensive Income (loss): Unrealized holding gains (losses) arising during the year, net (810,61'1) Reclassification adjustment for loss included in net income Other comprehensive income (loss) before tax (819,6'1'1) Income taxes related to items of other comprehensive income _ 72.~314 'l'otal other ~mprehenslve In~:bme~{Ibss) {747,29t) Comprehensive income 2OO9 $ 3,075,341 1,111,672 11,449 1,123,121 .JgS, 539) i,024,582 $ 3,339~046 $ 4,099r923 i See Notes to Financial Statements. 5 TULLY ENVIRONMENTAL INC, STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 3'1, 2010 AND 2009 2010 Operating acllviltas: Nat income Adjustments to reconcile net Income to net cash pmvldsd by operating activities: Bond srnortization Depredation and amortization Bad debts Realized loss on sale of markatabfe securities Gain on sale of equlpmeat Deferred Ir~ome taxes Changes In operating assets and liabilities: Accounts receivable Accounts receivable ~ related ~rtt~'. ..... : ..... Prepaid expenses and other recelvabid.~ Security deposits Accounts payable and accrued expenses Fdnge benefits and payroll taxes payable Income taxes payable Net cash pmvidsd by operating activities InvesUng eclMtlac: Pumhese of marketable securities Purchase of bonds substituted for retalnage Proceeds from sale or marketable securities Proceeds from sale of bonds subslituted for relalnage Purchase of equipment Proceeds from the sale of equlpmenl Advances to employees Repayment from misted parties Net cash used In Investing activities Fkmncing activities: Repayment of Iong-tatrm debt Repayment of obligations under capital leases Repayments to totaled party Distributions Net cash used in Ilnancing activities Net increase (decrease) In cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplementsl dtsclosure of cash flow information: Interest paid Income taxes paid Supplemental schedule of noncash investing and financing activities: Equipment purchases financed Bends reclassified to bonds substituted for mtainage 2O09 $ 4,086,343 $ 3,075,341 (2,919) (4,357) t ,775,371 t,800,080 299,210 281,096 11,449 (~3A89) (~0,000) 59,699 386,415 t.042,6tt 1,114,735 (3~0.';,~ 7~,800 19,673 (47,999) (340) (2,710,t72) (254,282) (tit .926) (480,737) 84,974 t60,076 4~212~661 8,114,277 (4,602,956) (99~,99o) 95,335 237.327 (34,000) (t92,157) 33,t99 20.000 {270) (19,000) tT,3t6. 765~274 ~4,586,711) (9t,111) (1,308,4.74) (3,297,290) (298,834) (283,870) (468,889) (1,t97,498) (740~000) (2,8t6,197} (4,?78,658) (3,190,247) 1,244,508 4,359,0t7 3,144,509 $~ $ 4~389.0t 7 $ s4,8r .s 174:, , $ 300~769 $ t00,329, 306,0p0 $ 7.20..747. 227,558 $ See Notes to Financial Statamests. INFORMATION SCHEDULE E - (continued) The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by Town of Southold, New York in verification of the firms financial condition. Dated at _/¢trl ¢ / ~)[I State of New York, County of (~¢-t t. tl q is rex/de -/: Title being duly sworn deposes and saws that he of 77J // inijro n h2 / ~Nc, ' / Name of Or~anizatioh and that the answers to the foregoing questions and all statement therein contained are tree and CAROL R, GORDON Nof~ry Public, State of New Yo~k No. 01 GO4680187 Qualified In Queens County Oommis$ion Expires April 30, 20 (Bidder may submit additional information desired as Schedule E attachments.) correct. Sworn to me this My Commission expires: NOTE: (1) (2) If blank not applicable, fill in with N/A Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 2 of 2 52 INFORMATION SCHEDULE F Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that it is qualified to perform the work covered by this proposal, and that it is not acting as a broker on the behalf of others. To substantiate these qualifications, the Bidder offers the following related information and references in order that the Town may evaluate the Bidder's qualifications and experience. 1. Bidder's Legal Namei'~'//? 2. Business Address: /a7-5'o A/or her _ovl tyoro State incorporated: Street (~ity State Zip &w YorX Yearineorp.: /q?a New York State; Business License No.: No. Years in contracting business under above name: Has finn ever defaulted on a contract? Yes No years. 7. Gross Value - work under current contract: $ 8. Number of Current Contracts: /~' Brief description general work performed by finn: 10. Has Firm ever failed to complete work awarded? Yes If yes, attach supporting statement as to circumstances. No Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 1 of 3 53 11. 11.1 INFORMATION SCHEDULE F - (continued) Related Experience Reference (within previous 5 years) ~/~ OS Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Proje6t Value: $ Brief Project Description: 11.2 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 2 of 3 11.3 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ Final Complete Project Value: $ Brief Project Description: 12. NOTE: Principal Firm Members' Background/Experience (3 members minimum). Attach current resumes as Schedule 5.0.F supplement or give concise description by individual. Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.F, and shall be properly integrated into this Bid Form. If blank not applicable, fill in with N/A. Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 3 of 3 1 Job: Borough: Own_eg_ Contact: TEI PM: _lob: Borough: Owner:. TEI PM: _lob: Borough: Owner: TEl PM: TULLY ENVIRONMENTAL, INC. 127-50 NORTHERN BOULEVARD FLUSHING, NY 11368 WORK ON HAND TEI Job No. 42118 Removal, transportation and disposal of grit County of Westchester County. of Westchester John Devaney, 914-813-5432 Dean Devoe In Progress TEI Job No. 42130 Removal and disposal of sludge Yonkers, NY County of Westchester John Cerverizzo TEI Job No. 82114 Removal, transportation and disposal of grit In Progress Complete New York City Department of Environmental Protection Dean Devoe $747,000.00 $135,000,000.00 $3,625,000.00 4 5 6 _lob: Borough: Owner: Contact: TEI PM: _lob: Borouffh: Owner: Contact: TEI PM: Job: Borough: TEI PM: Complete TEI Job No. 72119 Contract No. 1182RES Removal, transportation and disposal of grit Queens New York City Department of Environmental Protecfon Dennis Jones John Cerverizzo TEI Job No. 42111 Contract No.947-ADM Sludge Hauling & Disposal Various New York City depatttuent of Environmental Protection Wen Hung Dean Devoe TEI Job No. 72125 Long Beach Sludge Removal Nassau County Caty of Long Beach John Cerverizzo In Progress In Progress $ $10,948,000.00 $110,746,000.00 518,987.00 8 Job: Borough: Owner:. Contact.' TEI PM: Job: Borough: Owner: Comact TEI Job No. 112112 Queens DOS Export Queens NYC Depa~Lment of Sanitation Diane Epel John Cervefizzo TEI Job No. 64113 Contract No.: CSDR07 Roll Off Services In Progress Complete Queells New York (~lty Department of Environmental Protection Ralph Demegglio $80,278,416.00 830,400.000 9 Job: Borough: Owner: Contact: TEl PM: TEI Job No. 43044 North River NR36 In Progress NYC Department of EnvLronmental Protection Carl Sanders William Urig $10,411,378.00 In Progress $ 24,415,400.000 10 Job: TEI Job No.: 95001 Removal T&D of Residuals 11 Borough: Owner:. Contact Job: Various WWTP ~ Contract 1221RDR NYCDEP Denn/s Jones TEI Job No.: 110001 Removal T&D of Residuals In Progress $ 8,996,919.000 12 Borough: Owner:. Contact Job: Various WWTP - Contract 1271RDW NYCDEP Dennis JonesPhillipe Vielot TEI Job No.: 83001 Alley Park Environmental Restoration Stage 3 Contract ERAC 3 In Progress 13 Borough: Owner: Contact Borough: Owner:. Contact Queens NYCDEP Nazix Mir TEI Job No.: 87080 Town of Oyster Bay Composting of Yard Waste Town of Oyster Bay Town of Oyster Bay Eric Swenson In Progress $ 327,737.000 14 Natural Soil Products has ongoing contracts in the following municipalities: Pottsville Schuykill Haven Towe City Tremont for Beneficial use of Biosolids Daniel T. Scully 294 Sixth Avenue St. James,,NY 11780 Highlights of Qualifications · Superior communication skills; oral and written · Team leader with excellent motivational skills · Capable handling diverse responsibilities · Adaptable to new assignments and challenges · Experienced in all levels of business management · Highly computer literate - Windows 95, MS Excel, MS Word, MS Access, Internet Work History 1998 - Present 1993-1998 1987-1993 Tully Environmental, Inc., Flushing, NY -Vice President Supervise and coordinate all environmental operations company wide. Oversight of ail permitting processes and coordinate with regala~oiy off lees including NYSDEC, NYCDEP. Establish and maintain relationships with qualified vendors for all subcontracted work. Oversight of dally operations for affiliated companies and operations. Responsible for profitability and cash flow management. Develop and implement new corporate business strategies which take advantage of existing business advantages and tie ins. Tully Construction Co., Inc., Flushing, NY - Operations Manager Oversight of Tully owned affiliates with emphasis on new business development and systems management. Implemented new accounting software and developed peripheral databases to streamline accounting and billing procedures. By eliminating redundant activities, successfully consolidated management of three companies. Currently manage company budgets, cash flow, receivables and payables. Generate monthly reports including profit and loss statements. Develop new customers while expanding services to existing customers. Attain a high degree of client satisfaction through improved information management and communication. Provide strategic and technical support for multi-million dollar construction contracts and presentations. Earthgro, Inc., Glastonbury, CT - Vice President Procurement, Regional Sales Representative, Distribution Manager Provided supervision and coordination for all raw material procurement within company. Negotiated fee-generating contracts with private and public entities for recyclable organic material. Acted as company spokesman for media, community and government relations at Long Island composting facility. Regional sales representative coveting eastern Pennsylvania and New Jersey establishing new local accounts and servicing national and regional clients. Distribution manager coordinating production schedule, transportation and customer requirements. Daniel Scully - resume Education Graduated 1981 Cornell University, Ithaca~ NY Bachelor of Science - Business Management Captain Varsity Football References Available DAVID CINQUEMANI 85 Jean Road - '~est Islip, NY I]795 - (631) 4-22-4305 CAREER SUMMARY Detail-oriented and ped~ormance-driven Management Professional with over 15 years of experience in the waste management field. Proven ability to increase sales and productivity, analyze competitive operations, and execute sound time-critical decisions on all levels. Strong entrepreneurial, purchasing and customer service skills. Extremely focused on identifying potential problem areas, minimizing issues, formulating and executing competent solutions. Possess a keen eye for recruiting and employing highlY productive personnel. Proficient with MS ~'Uord, Excel, Access, and customized software pac~ges. CAREER HISTORY Tull~/Environmental D/B/A Evergreen Recycling of Corona - Queens, NY (1999 to Present) General Manager - Materials Fadlity and Solid Waste Fadlity Responsible for all day-to-day operations including sales, maintenance, A/R, A/P and transportation of materials for final distribution. Duties include overseeing 52 employees bet,,veen both divisions. Waste Management of New York - Brooklyn, NY (1984- to Present) ~ite Manager - (3997 to 1999) Manage annual sales of $13 million. Direct 32 Materials Division employees. Spearhead dally operations for sales, maintenance, A/R, A/P, and transportation. Negotiate prices and schedule deliveries. Key Accomplishments · Generated ~;1 million in sales by elevating customer purchasing. · Increased productivi~:y by 5%. Purchasing & Disbursement Coordinator (1994 to 1997) Manage and direct Purchasing Department and a staff of 6. Collaborate with Maintenance Manager and Divisional Controller. Observe fleet maintenance tracking. Prepare and furnish reports. Execute financial and banking activities. Monitor and control operating budgets. Negotiate with vendors. Ensure superior customer service. Approve bills for final payment and validate appropriate coding for G/L account. Continually assign responsibilities to expedite workfiow. Provide immediate and essential feedback to senior management. Key Accomplishments · Maintained annual budget of $12 million for 9 divisions that include hauling, recyding and transfer. · Solely responsible for vendor negotiations and for ~;500,000 in inventory truck/recycling equipment parts. · Successfully converted close to $300,000 of inventory into consignment. · Reorganized Purchasing Department. which resulted in a cost savings of $100,000 per month, DAVID CINQUEMANI Page 2 · Streamlined fleet maintenance reporting to ensure accuracy o~ maintenance costs per vehicle. · Regularly source new vendors for supplies end equipment to reduce expenditures. · Maintained high productivity levels resulting in cost effective operations. · Received continued advancements for outstanding performance. Operations/Administration Manager (1991 to 1994) Managed accountants, accounts payabl~:ccc[vable and ~cal-~ operators, and administrative activities. · Processed payroll. · Investigated and resolved intricate customer/employee grievances. · Detected and improved problem areas. · Spearheaded purchasing functions and interfaced with Operations Manager and transportation network moving solid waste from facility to final destination via track and railroad. A~sistant to General Manager (1990 to 1991) · Managed monthly budget of $550,000. · Supervised solid waste site and governed all recycled wood for use in final market. · Executed purchasing and inventory control functions for 4. divisions. · Controlled activities of solid waste plant, and marketed/transported recyclables. Assistant Project Manager (1989 to 1990) · ~pearheaded rail clean-up project, involving crews removing rail and debds for over B0 dty blocks. · Coordinated labor and scheduled transportation for material removal. Supervisor 0988 to 1989) · Supervised solid waste and construction sites, and performed related clerical duties. Part-Time Scale Clerk (1984 to 1987) · Served as scale clerk, roll-off d-river and machine operator. DAVID CINQUEMAN1 Pa§e 3 RELATED MANAGEMENT EXPERIENCE Envirowash, Inc. - ~X/est Islip, NY Founder/Operator (1994 to 1996) · Managed, developed and controlled operational activities for this high-pressure washing company. Farmingdale University - Farmingdale, NY AAS - Business Administration (1987) Dean E. Devoe, P.E., J.D. Resume YEARS EXPERIENCE WITH FIRM: I YEARS EXPERIENCE WITH OTHER FIRMS: EDUCATION: B.S., Environmental Technology, Comell University, 1987 M.Eng, Agricultural and Biological Engineering, Comell University, 1989 J.D., Law, Touro College, 1999 40-Hour OSHA HAZWOPER Course, 1990 8-Hour OSHA HAZWOPER Refresher Coume, 2002 PROFESSIONAL REGISTRATION(S): P.E.: New York - No. 072513 (1995) J.D.: New York-No. DD9642 (2000) CURRENT RESPONSIBILITIES: Project Manager responsible for providing engineering design, regulatory, compliance, and permitting services for solid waste management facilities and construction projects. Provides environmental due diligence services for property transactions and prepares site investigation, remediation, and restoration work plans. SUMMARY OF EXPERIENCE: Railyard Construction, Queens, NY, MTA/LIRR. Project Manager for a demolition and environmental remediation project at Sunnyside Yard to prepare site for East Side Access construction project. The project involved demolition of three multi-story buildings and removal of contaminated materials from a 24 acre site. Railyard Construction, Manhattan, NY, MTA/L/RR. Project Manager for an East Side Access environmental remediation project at Grand Central Terminal involving removal of asbestos and hazardous and non-hazardous railyard materials. Sewage Treatment Plant Upgrade, Brooklyn, NY, Confidential Client. Project Manager responsible for characterizing contaminated soil to be excavated for the construction of an upgrade to a sewage treatment plant. Fill Material Transfer Station, Bronx, NY, Confidential Client. Project Manager for the design of and permitting for a fill material transfer station. Transportation Company, Various Locations, NY, Confidential Client. Project Manager responsible for researching brownfields and voluntary cleanup program requirements for potential property transactions. Site Characterization, Brooklyn, NY, New York City Department of Design and Construction. Project Manager responsible for conducting a site investigation for a road reconstruction project to define the presence and extent of hazardous waste and contaminated materials and to coordinate its disposal. TEl Dean E. Devoe, P.E., J.D. Resume Defense Manufacturer, Bethpage, NY, Confidential Client. Project Manager responsible for a hazardous waste remediation program to remove property from New York State's registry for hazardous waste sites. Defense Manufacturer, College Point, NY, Confidential Client. Project Manager responsible for conducting a soil and groundwater investigation for metals contamination from a former metal plating operation. Transportation Company, Suffolk County, NY, We Transport, Inc. Project Manager responsible for the preparation of a compliance audit of 35 storage tanks and additional chemical storage areas at seven bus maintenance facilities. Westside Highway, New York, NY, Tully Construction Company. Project Engineer responsible for preparing health and safety and material handling plans for highway construction projects. Due Diligence for Property Transections, Queens, NY, Confidential Client. Project Manager responsible for conducting document reviews, site investigations, and remedial activities for various property transactions. Site Remediation, Bronx, NY, Confidential Client. Project Manager responsible for conducting a site investigation and developing a remediation strategy under a state voluntary cleanup program. Waste Treatment Plant Construction, Flushing Bay, NY, New York City Department of Environmental Protection. Project Engineer responsible for the preparation of a field sampling plan for a soil boring program used to classify 450,000 cubic yards of soil, which is to be excavated for the construction of a combined sewer overflow (CSO) retention facility. Waste Treatment Plant Construction, Flushing Bay, NY, New York City Department of Environmental Protection. Project Engineer responsible for assisting a contractor to classify waste under 6NYCRR Part 360 regulations to minimize disposal costs for the initial phase of a combined sewer overflow (CSO) construction project. Fresh Kills Landfill, Staten Island, NY, New York City Department of Sanitation. Project Engineer responsible for preparing a health and safety plan, an erosion control plan, a stormwater pollution prevention plan and Notice of Intent, a construction contingency plan, a construction water management plan, and a wetlands mitigation plan for a leachate management construction project. Private Hospital, Bronx, NY, Jewish Homes and Hospitals. Project Manager responsible for the preparation of soil and groundwater remediation plans for leaking underground storage tank sites. Sampling at a Bulk Fueling Facility, Oceanside, NY, Confidential Client. Project Engineer responsible for conducting a soil and groundwater investigation to develop a corrective action plan for a petroleum spill. Environmental Site Assessment for a Paper Mill, Augusta, ME, Confidential Client. Project Manager responsible for conducting an environmental site assessment and preparing permits for transfer of the site's ownership. TEI Dean E. Devoe, P.E., J.D. Resume Compliance Audit for a Municipality, Hempstead, NY, Town of Hempstead. Project Manager responsible for preparing a compliance audit for 94 of the Town's storage tanks. Instituted a compliance plan that included tank registrations, abandonments, removals, and modifications. Prepared budget estimates and a compliance schedule. Oliver Municipal Landfill Closure, Southeastern, MI, Michigan Department of Environmental Quality. Project Engineer responsible for preparing closure design drawings and technical specifications, including stormwater and landfill gas control systems. Site Investigation and Cleanup, Farmingdale, NY, Confidential Client. Project Manager responsible for a site investigation plan for an illegal solid waste disposal site, including soil gas surveys, test pit excavations, and sampling. Negotiated corrective action measures with the New York State Departmem of Environmental Conservation and coordinated the removal of solid wastes and the site's closeout program. Closure Plan for a Pulp and Paper Mill, Western MA~ Confidential Client. Project Engineer responsible for preparing closure plans and an operations and maintenance manual for a sludge landfill. Remediation Work Plan for a Plating Facility, Farmingdale, NY, Confidential Client. Project Engineer responsible for preparing a remediation work plan for metal-contaminated soils. Site Investigation for a Land Developer, Holbrook, NY, Confidential Client. Project Manager responsible for the preparation of a site investigation and a restoration plan for a residential development. Outfall Design for a Munitions Manufacturer, Eau Claire, WI, Confidential Client. Project Engineer responsible for designing an ouffall system for treated groundwater. Solid Waste Processing Facility Design and Permitting, Brooklyn, NY, Confidential Client. Project Manager responsible for preparing design drawings, permit applications, and an engineering report for a sort, bale, and transfer operation. Solid Waste Transfer Stations, New York City, NY, Various Clients. Project Manager responsible for modifying facility designs to comply with local and state regulations. Prepared permits for solid waste operations and air emissions and conducted environmental impact studies to determine if the facilities would affect air quality, ambient noise levels, and Waffle congestion. Closure Plan for an Oil Refinery, Superior, WI, Confidential Client. Project Engineer responsible for preparing closure and long-term maintenance plans for an industrial land disposal site. Evaluated land and soil testing data to document tank failures and remedial cleanup programs. Resource Conservation and Recovery Act (RCRA) Facility Investigation Work Plan for a China Manufacturer, Pomona, NJ, Confidential Client. Project Engineer responsible for the preparation of a RCRA facility investigation (RFI) work plan for an industrial solid waste management site. Sampling for a Hospital Products Manufacturer, Southern, CT, Pfizer, Inc. Project Engineer responsible for coordinating wastewater sampling and preparing wastewater discharge permit applications. TEl Dean E. Devoe, P.E., J.D. Resume PRIOR EXPERIENCE: R.E. Pustorino, P.C., Commack, NY Landfill Services for a Municipality, Smithtown, NY, Town of Smithtown. Project Engineer assigned to prepare an operations and maintenance manual, a postclosure plan, a leachate collection and removal system operation plan, and a construction quality assurance document for a municipal solid waste landfill. Landfill Closure for a Municipality, Brookhaven, NY, Town of Brookhaven. Project Engineer for a municipal landfill closure responsible for providing technical assistance to a general contractor. Site Investigations for a Municipality, Smithtown, NY, Town of Smithtown. Project Engineer assigned to conduct site investigations for surface leachate seepage and vectors in accordance with 6NYCRR Part 360 closure requirements. Landfill Gas Monitoring for a Municipality, Smithtown, NY, Town of Smithtown. Project Engineer responsible for conducting a landfill gas monitoring program. Measured gas pressure, percent of lower explosive limit (LEL), and the concentrations of methane and hydrogen sulfide. H2M Group, Melville, NY Water Supply Pump Station Evaluation, Long Island, NY. Project Engineer responsible for evaluating a pump system and preparing permit applications for chemical storage tanks. Landfill Expansion for a Municipality, Soothold, NY, Town of Southold. Project Engineer working on a lateral expansion at a municipal landfill. TEl 158-26 100th St. 917-337-2267 Howard Beach, NY jcerverizzo@tullyenvironmental.com John Cerverizzo, Jr. To obtain a management position in which I can utilize my knowledge and expertise in the trucking industry. 5/08 - Present Tully Environmental Inc. Flushing, NY Transfer Station Manager Directs daily operations of 1,345 ton per day solid waste transfer station including personnel, trucking, on;site.equipm, ent and facilities maintenance · Oversees in-house trucking and subcontractor resources for biosolids landfilling contract · Manages trucking resources and maintains communications with disposal facilities · Liaison with New York City agencies including Department of Environmental Protection and Department of Sanitation 12/03-5/08 Futter Lumber Corp. Rockville Centre, NY Traf~c Manager · Implemented a regular schedule for reviewing the internal lumber distribution centers to insure the quality of the service being provided · Schedule and t]-ansport the daily loads, 50 - 60 loads per day · Introduced the idea of hidng 2 in house operators and trucks to lower the costs of outsourcing Manage the ddvers · Coordinate the use of third party trucking operators · Establish and maintain rates for truckers and shipping Liaison for internal and third parbj distribution centers Conduct regular safety meetings with trucking operators · Create and approve all invoices daily pertaining to the trucking operations · Customer relations 1998 - Present Cervo Trucking, Inc. Howard Beach, NY Owner, President Established operations and numerous accounts for trucking services · Managed 3 -5 ddvers including scheduling · Accounting for payables, receivables and payroll · Customer relations · Safety and DOT regulatory responsibilities 1993 - 1994 DfiverA)ispatcher 1991 - 1993, 1994 - 1998 Online Transport NY Driver/Dispatcher - · Ddver- cross country hauling · Responsible for acquiring new accounts R&P Trucking JFK Airport, Jamaica, NY Responsible for muting bucks for deliveries and pick-ups throughout the Tdstate area Pulled orders for loads and preload daily Provided support services for the ddvers through working in dispatch Brooklyn, INFORMATION SCHDULE G Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it proposes, if awarded an Agreement to use the following haul sub-contractors on this project. 2. 3. 4. 5. 6. 7. 8. 9. 10. Sub-Contractor/ Contract Individual Address NOTE: Trade/ Phone # Specialties Name of Bidder: ~>1~/~ By: ~ Date: ~UB? ~ "' If bla~ not applicable, fill in wi~ / Subcontractors BID (PROPOSAL) FORM Schedule 5.0.G IFORMATION SCHEDULE H Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder states that it owns the following pieces of equipment that are available for use on the project, if awarded the agreement. Equipment Item Proposed Project Use Current Equipment Location NOTE: Name of Bidder: 7~//~ [~l~¥trDl~rntt~t~l. ~y supplemental attachments or ~di~ations to ~is fora sh~l be labeled Sch~ule 5.0.H and shall be properly ~te~ated into the Bid If blank not applicable, fill in with N/A Construction Equipment BID (PROPOSAL) FORM Schedule 5.0.H 57 EAST WALKING FLOOR TRAILERS ROLL OFF TRUCKS LUGGER TRUCKS GREEN CANS - FLEXI-VAN GREEN CANS - PENN LEASE 1113 INFORMATION SCHEDULE I Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it will be prepared to dispose of up to the following Maximum Specified Yearly Capacities in tons of Town of Southold solid waste if awarded an agreement Contract Year Maximum Tons per Contract Year ~0,, oco b_~mS 2L~, ooo {x~ns Name of Bidder: Date: .~/./F/~' / c~OI/ Maximum Specified Capacity BID (PROPOSAL) FORM Schedule 5.0.I 58 INFORMATION SCHEDULE J Town of Southold Bid Project Solid Waste Haul-Disposal Services NOTE: IF A BIDDER iNTENDS TO UTILIZE MORE THAN ONE SOLID WASTE DISPOSAL SITE, AN INFORMATION SCHEDULE J MUST BE COMPLETED FOR EACH DISPOSAL SITE. The following is infonnation on the undersigned Bidder's Solid Waste Disposal Site: I. GENERAL Disposal Site Location Name: ~O/.?bon,- ~ant/Ortq [.z~rrTt~/l /~c. Address: ~qq ~nham ~r~Vb u morc Disposal Site mailing address (if different than I) Address: 2qq 'bu~aho~ 'br~'¢ II. CURRENT OPERATIONS A. Operations Permit 1. eermittee: ~e q S'~-DOe 2. No.: 3. State: 4. Date of Issue: 5. Date of Expiration: 6. Copy Enclosed: Yes: No: Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 1 of 7 59 INFORMATION SCHEDULE J - (continued) Hours of Operations 1. What are the PERMITTED operating hours? DAY A.M. P.M. Monday ~ oo to ~ oo Tuesday (~ oo to .~ c,o Wednesday ~,o to ?>oo Thursday ~0 ~'~ to ~ oo~ Friday ~ o° to ~o Saturday o~_~_ to I I °°/~lq Sunday _~AO.~¢ 0 to Are there any PERMITTED closure periods stipulated? What are the ACTUAL operating hours? DAY A.M. Monday to Tuesday to Wednesday to Thursday to Friday to Saturday to Sunday to PoM, What holiday or other period is the Disposal Site typically closed? DAY YES NO New Year's to Memorial to Independence to Labor to Thanksgiving to Christmas to Other (specify) to Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 2 of 7 60 iNFORMATION SCHEDULE J - (continued) Will the ACTUAL operating hours be extended up to the PERMITTED operating hours in Question II.B.1 in order to accommodate Town of Southold solid waste? ~4 ] ~ Yes No Are there any local agreements, ordinances, etc. which would prohibit extending the ACTUAL operating hours in Question II.B.3 up to the PERMITTED operating hours in Question II.B.I? Yes No N O What is the PERMITTED annual capacity in tons? 20 20 20 20 At the PERMITTED levels in Question II.C., what is the projected useful life in years~ ~Or ueor 5 What is the annual RECEIVING6 level today? 3500 At the RECEIVING levels in Question II.E, what is the projected useful life in ','ears? q '/¢0 r $ Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 3 of 7 61 INFORMATION SCHEDULE J - (continued) How much of the RECEIVING level in Question II.E is committed to under contract in tons? 20 o200o 20 20 20 20 Does the Disposal Site have special waste restrictions? Gate Yes No Fee ($) 1. Construction/Demolition 2. Asbestos 3. Wastewater Treatment Sludge 4. Hazardous Waste Are there any existing agreements with local municipalities which prohibit: o Item Routing to site Weight limits between state coeds and site Number of vehicles Vehicle size Solid waste importation outside jurisdictional area Host Community Benefits Yes No Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 4 of 7 62 iNFORMATION SCHEDULE J - (Continued) III. EXPANSION PLANS A. Application Permit 1. Permitee: 2. No.: 3. 4. 5. 6. State: Date of Submission: Copy Enclosed: Submission Status: a. Yes No Expansion of current site or new site Local Citizenry Reaction Regulatory agency d. Litigation Likelihood to succeed Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 5 of 7 63 INFORMATION SCHEDULE J - (Continued) If you are successful in Question III.A., what is the additional annual DESIGN capacity in tons (do not include figures from Question II.C.)? 20 20 20 20 20 C. At the annual DESIGN levels in Question III.B., what would be the projected ..... usebq life in years? Would you be willing to share with the Town of Southold engineering repo~s utilized for the preparation of the Operating Permits on Expansion Application? Yes No 5/~ Bidder's Disposal Site(s) Engineer of Record Firm'sSame /~t]$~"OF~, &DLtLQr~ Firm'sAddress ~L/~} bOl'l/OOIT~ ~r~V~ ~)UtOrrlO(t" ?/~ /,~,.~-/~ Project Engineer ~0/'30'l~r~en Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 6 of 7 64 . Pennsyivani~ Depzrtment of Environmental Protection 2 Public Square 'Wilk~-Barre, PA 187J:1--0790 Mamh 4, 2005 Office 570-826-2511 Fax 570-826-5448 Mr. Joseph Dexmr, P'.E. Keystone S~tary La~fiql. P. O. Box 249, D~harn Drive . ~or~, PA 1~512 D~ar Mr. Dox~t~. Included ~s part o£~ pe~,,~it ren~'wal i~ a p,~-mlt modi~c~ion Fu~, ,, 13-A. All items couditiorm of your existing ~o=, ,,,}t shallr~xnsinin rome and Any per, on aggrieved by mq~ action may appeal, pm-ma= ~o Hearing Board A~ 3'5 P,S. Senti. on 7514, an~ fac Administrative Agm~cy r .a-~, 2 Pm C..q., Chapt=r. s& Bo=¢ S==ona C =on ~-Sti%~g.~]07 ~6i g457,.Cr,Crisb=g, pA i7i 03_$457; ?i7_787:.34837 TIDD =~ ~ay co the Board through the p~-mmjtv,~a Relay Service, 800-65.4-5954. Appeals znust be ~ed with the Enwiromental Heating Board w/*h~n 30 days of receipt of written notice of t. bis mztion unless the appropriate stat'u/e prow/des a rti~ererrt time period. Copies ofthe appeal foz-~ and the Boa~'s rules of practice mad procedure may be obtained from the Board~ TIse ~ppeal form a~.d the Board's tales of practice aud procedure are also ayailable in Braille ~r on audiotape from tke Secretary to the Board at 717-787-3483. This paragraph does aot, in and ofit~e~ create any right of ztppeal beyond that perraitted by applicable statutes and decisional law. II~ YOU WANT TO CHALLENGE TF_IS ACTION, YOUR APPEJ,~L MUST P_BACH TI-lB BOAPdD WITHIN 30 DAYS. YOU DO NOT NEED A LAWYER TO FII.~ .Alq APPEAL WITH THB B O A_P..D. . IMPORTANT LEGAL RIGHTS A_KE AT STAK2, HOTv-BVEI% S° YOU SHOULD SHOW THIS DOCUMEI~ TO A LA~R AT ONCE. ~ YOU C~OT ~PO~ A LA~ YOU ~Y QU~ FOR F~E P~O BONO ~P~SE~A~ON. C~L T~ SBC~T~Y TO . ~ BO~ (71%78%3483) FOR MO~ ~O~Olq. Mr. ~O~h Dexter, PiE. -2- lv~rch 4, 2005 Ms. Ela[~ MorreZVIhroop lvls. Mm-y RiceYE~or: Borough Lacka'w~nu~ County pl~n~ng COrm'n~s~ion MOP. CATION TO SOT .~ W~ D~POS~ ~/OR ~O~SS~G PE~T ~mmom, PA 18512 AIl conditio~ of thc ~'tachcd p~ ~t mod~cation ~h~l ~p=sad~ conditioraz in thc o~=a/p~n~% if Th~ Dcpac~cn~ hereby extends thc ~ of you~ ¢xi~n.¢ pcc'mit untilA.p:rLl 6, 2015. ~ moddJSc~tion mhaI1 b= atmchad to th= existing Solid W~= a p~ ~of ~=cfi~ ~ (~.~) ~ 4, 2005 POLICY STATEMENT & OPERATING REGULATIONS IT IS OUR POLICY TO OPERATE AND MAINTAIN A SAFE AND HEALTHY ENVIRONMENT FOR OUR WORKERS, TRUCK DKIVERS, VENDORS, SUBCONTRACTORS AND VISITORS. AS A RESULT, THE FOLLOWING RULES AND REGULATIONS HAVE BEEN DESIGNED AND PUT IN PLACE TO ASSIST IN MAINTAINING THIS POLICY. Operating Schedule: ..... Monday - Friday: 6:00 a.m. to 3:00 p.m. Saturday: 6:00 a.m. to 11:00 a.m. Please Note: Trucks cannot be weighed in after closing times. There will be no exceptions. Observed Holidays: New Years Day Good Friday-Close at Noon (Keystone Only) Easter Saturday (CES Only) Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day 2. All open-top containers as' well as p[ck-up a~d dlu.mp tracks, must be pr0pefly . covered at all times. 3. All RECYCLABLE products shall be disposed at the designated areas located on site. You must always report to the office first and you will be directed to the proper disposal area. 4. All trucks must STOP at the inbound scale to be weighed. 5. All macks should then proceed to the designated disposal site. 6. All drivers must uncover their loads and fold their tarps at the designated area but never at the disposal face. 7. No driver is allowed to back up to the disposal site and discharge his load until he receives specific instructions from landfill personnel to do so. 8. No truck Can leave the disposal area until all waste has been discharged. Trailers must be swept out and all trucks must be FREE OF ANY LITTER. 9. Only the driver is allowed to go beyond the scale house. No passengers are allowed. All drivers must wear orange safety vests when they are on site and out of their truck:. 11. All drivers must wear hard-sole safety shoes. NO SNEAKERS ARE ALLOWED. 12. Tracks must enter the truck wash only if they are instructed to do so by landfill personnel. 13. All trucks must stop at the outbound scale to be weighed. 14. All drivers must stop at the office before leaving the property. 15. The speed limit is 5 mph and no passing is allowed. 16. Drivers are to obey all instructions given by landfill personnel regarding landfill operations and vehicle operation. 17. NO SMOKING is allowed in buildings or on site. 18. Ifa request is made by a driver for assistance, landfill personnel will make every reasonable effort to provide that assistance. However, it is understood and agreed that the landfill and its employees will not be l~e!d liable for any damage that may result. Furthermore, labor and material costs may be incurred by the landfill and will become the responsibility of the owner of the truck. 19. If you have or observe an EMERGENCY, please notify an employee immediately. 20. Trucks should not come to the Landfill overweight. Our scales are tested, calibrated and certified on a regular basis and will be used to weigh all tracks. Tractor trailors that exceed 80,000 lbs. and thaxles that exceed 73,280 lbs. will be considered overweight and will be subject to our overweight track policy. 21. No truck, tractor or trailor can remain on site past 4:00 p.m. Any vehicle on site after 4:00 p.m. will be towed at the owner's expense. 22. All waste haulers must be in compliance with the requirements of Act 90. If you are not in compliance you will not be allowed to dispose waste at this facility. 23. The use of CELL PHONES IS PROI-IB3ITED at all times while you are driving your truck on site. 07/24/02 09/03/02-Revised 04/04/03-Revised 05/18/05-Revised We reserve the right to modify, delete and/or add to the above listed landfill regulations without prior written notice. Violations are treated with the seriousness they deserve and will simply not be tolerated. INFORMATION SCHEDULE J - (Continued) Are you willing to meet with the Town of Southold to discuss your short and long term disposal capabilities? Yes x/ No The undersigned hereby certifies that services, material, equipment to be furnished as a result of this bid will be in accordance with Town of Southold specifications applying thereto unless exceptions are indicated above and an explanation attached. Bidding Company ~'~//iq ~_~.~. [/J e'O~qigqto~ '~D ? /tO ¢ Address City -- State Zip (Please Print or.~l'ype) NAIVlE-AND TITLE Signature Phone No. ~]F~{_~ - '7OOt3/- Date ,./t.d/Q ¢ ///, c~Oll ,[ CORPORATE SEAL Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 7 of 7 65 INFORMATION SCHEDULE K FORM OF BID BOND KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, as Principal, and as Surety, are hereby held and firmly bound unto Owner in the sum of and truly be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns. Signed this day of ,20 as for the payment of which, will x./h..,.ao th. Pn.~ipal ha~, ~.abm ~ tc the The condition of the above obligation is such that , ..... e ',o' ~ *, i~ed Town of Southold a certain Bid, attached hereto and hereby made a part hereof to enter into a contract in writing, for the hauling and disposal of solid waste; NOW, THEREFORE, (a) If said Bid shall be rejected or in the alternate, (b) If said Bid shall be accepted, and the Principal shall execute and deliver an Agreement in the form off the Sample Operating Agreement attached hereto (properly completed in accordance with said Bid) and shall furnish certificates of insurance and a bond for this faithful performance of said Agreement, and for the payment of all persons performing labor or furnishing materials in connection therewith, and shall in all other respects perform the Agreement created by the acceptance of said Bid, then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time within which the Owner may accept such Bid; and said Surety does hereby waive notice of any such extension. Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 1 of 3 66 IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seats, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers, the day and year first set forth above. (L.S.) Principal Surety By: Address of Surety: SEAL (ACKNOWLEDGEMENT BY CONTRACTOR, IF A CORPORATION) STATE OF: ) COUNTY: ) SSN: On this day of ., 20__ before me personally came , to me known, who being duly sworn, did depose and say that he resides in ; that he is the of the corporation described in and which executed the foregoing instrument; that he knows the seal of corporation; that the seal affixed to the instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of the corporation; and that he signed his name thereto by like order. Notary Public Form of Bid Bond BID (PROPOSAL) FORM (ACKNOWLEDGMENT BY CONTRACTOR, IF A PARTNERSHIP Schedule 5.0.K Page 2 of 3 67 STATE OF: ) COUNTY: ) SSN: On this day of ,20__ before me personally came , to me known, and known to me to be a member of the finn of , and known to me to be an individual described in, and who executed the foregoing instrument in the finn name of , and he duly acknowledged to me that he executed the same for and in the behalf of said finn for the uses and purposes mentioned therein. Notary Public (ACKNOWLEDGEMENT BY INDIVIDUAL CONTRACTOR) STATE OF: ) COUNTY: ) SSN: On this day of ,20__ before me personally came , to me know, and known to be the person described in and who executed the foregoing instrument and duly acknowledged that he executed the same. Notary Public Form of Bid Bond BID (PROPOSAL) FORM Schedule 5.0.K Page 3 of 3 68 INFORMATION SCBEDULE L PERFORMANCE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the "principal") and (hereinafter called the "Surety") are held and firmly bound to the Town of Southold (hereinafter called the "Owner") in the full and just sum of dollars ($ ) good and lawful money of the United States of America, for the payment of which sum of money, well and truly to be made and done, the Principal binds himself, his heirs, executors, administrators and assigns and the Surety binds itself, its successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement bearing date on the day of ,20 __, with the Owner for the Town of Southold Solid Waste Haul-Disposal Services, a copy of which Agreement is annexed to and hereby made part of this bond as though herein set forth in full. NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns, shall well and faithfully comply with and perform all the terms, covenants and conditions of said Agreement or his (their, its) part to be kept and performed and all modifications, amendments, additions and alterations thereto that may hereafter be made, according to the true intent and meaning of said Agreement, and shall fully indemnify and save harmless the Owner from all cost and damage which it may suffer by reason of failure so to do, and shall fully reimburse and repay the Owner for all outlay and expense which the Owner may incur in making good any such default, and shall protect the said Owner against, and pay any and all amounts, damages, costs and judgments which may or shall be recovered against said Owner or its officers or agents or which the said Owner may be called upon to pay to any person or corporation by reason of any damages arising or growing out of the doing of said work, or the repair of maintenance thereof, or the manner of doing the same, or the neglect of the said Principal, or his (their, its) agents or servants or the improper performance of the said work by the said Principal, or his (their, its) agents or servants, or the infringement of any patent or patent rights by reason of the use of any materials furnished or work done as aforesaid or otherwise, then this obligation shall be null and void, otherwise to remain in full force and effect; Performance Bond BID (PROPOSAL) FORM Schedule 5.0.L Page 1 of 2 69 PROVIDED HOWEVER, the Surety, for the value received, hereby stipulates and agrees, if requested to do so by the Owner, to fully perform and complete the work mentioned and described in said Agreement, pursuant to the terms, conditions, and covenants thereof, if for any cause the Principal fails or neglects to so fully perform and complete such work and the Surety further agrees to commence such work of completion within ten (10) calendar days after written notice thereof from the Owner and to complete such work within ten (10) calendar days from the expiration of the time allowed the Principal in the Agreement for the completion thereof; and further PROVIDED HOWEVER, the Surety, for value received, for itself, and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no may impaired or affected by an extension of time, modification, work to be performed thereunder, or by any payment thereunder before the time required herein, or by any waiver of any provisions thereof or by any assignment, subletting or other transfer of any work to be performed or any monies due or to become due thereunder; and said Surety does hereby waive notice of any and all of such extensions, moditications, omissions, additions, Changes; payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation co assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by or in relation to said Principal. IN WITNESS WHEREOF, the Principal has hereunto sec his (their, its) hand and seal and the Surety has caused this instrument to be signed by its and its corporate seal to be hereunto affixed this __ day of ,20__ (If Corporation add Seal and Attestation) By: Attest: Principal Add Corporate Seal By: Attest: Address of Surety: Surety Performance Bond BID (PORPOSAL) FORM Schedule 5.0.L Page 2 of 2 70 INFORMATION SCHEDULE M OPERATIONAL PLAN The Bidder hereby states that it proposes to implement the following operational plan to haul and dispose of Municipal Solid Waste (MSW) from the Town of Southold Landfill if awarded an Agreement. Haul - ~ t Summarize the man~5ower and equipment you will make available to perform under this Agreement. II. Disposal Summarize the identity and location of the primary and secondary sites you plan to use for disposal of the solid waste. Describe the arrangements between your company and the disposal site for use of the site. Describe any treatment the MSW will undergo during transport or upon arrival at the disposal site. Attach copies of the permits to construct and permits to operate the disposal site. Site No. NAME LOCATION CONTACT PERSON AND PHONE NO. ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 1 of 2 71 Site No. 2 NAME LOCATION CONTACT PERSON AND PHONE NO. ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 2 of 2 72 APPENDIX A SAMPLE OPERATING AGREEMENT THIS AGREEMENT, made on the day of ,20 , by and between the Town of Southold, a municipal corporation of the State of New York having its Principal place of business at 53095 Main Road Southold, New York hereinafter called the "Town" and hereinafter called the "Contractor." WITNESSETH WHEREAS, Contractor has submitted to the Town a bid dated 20 , ("Bid") in response to the Town's Bid Solicitation for Solid Waste Hauling- Disposal Services dated ,20 , ("Solicitation"); and WHEREAS, the Town Board of the Town of Southold by resolution No. adopted on authorized the Town Supervisor to enter into an agreement with the Contractor to perform certain services in connection with the handling of solid waste, NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. DEFINITIONS ~ Terms defined in the Bid Solicitation shall have the same meaning as if defined herein. II. SCOPE OF SERVICES - The Contractor shall perform the services in accordance with the description of those services as set forth in the Solicitation. III. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to APPENDIX A- 1 74 the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to may terminate the Agreement at any time after Year Two (i. e., after June 30, 2013) of the Agreement for the purpose of entering into an inter- municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. IV. PRICE SCHEDULE/COMPENSATION The unit bid price schedule for the services to be fumished by Contractor is found in Section C - 3.1, 3.2, Contractor's bid which is incorporated into this Agreement. V. PAYMENTS A. The Contractor shall receive monthly payments for services performed during the prior calendar month. The Contractor shall submit a request for payment on a Town approved voucher form along with Contractor's invoice which shall include a daily summary of tonnage hauled by Contractor to a Disposal Site and disposed by Contractor at a Disposal Site as applicable. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. The Town shall be entitled to deduct from any payment owning to Contractor any sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on account of claims filed or reasonably anticipated to be filed. VI. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: A. Contractor represents that the Town has made no commitment under this Agreement with respect to the volume solid waste to be handled by Contractor during the te~rn of this Agreement. B. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances regulations applicable to ail of the services to be performed Contractor. APPENDIX A-2 75 C. Contractor represents that the information furnished by Contractor in the equipment schedules included in the bid is accurate and complete and Contractor acknowledges that Town has relied upon the accuracy and completeness of that information in the selection of Contractor as the lowest responsible bidder. D. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's) have the opportunity to participate as subcontractors under this Agreement. In the event the contractor subcontracts twenty-five percent (25%) or more of its work hereunder, Contractor shall submit to the Town an and a WBE Utilization Plan, prior to execution of this Agreement. D. In the event the Contractor's Disposal Site is unable to receive and dispose of the Town's waste for any reason (including failure to obtain or maintain necessary pennits or licenses), Contractor shall be responsible for providing to the Town an alternate Disposal Site for the Town's use at no additional cost to the Town, and shall indemnify the Town against any additional hauling cost by the Town or its agent because of the location of the alternate Disposal Site. Under no circumstances shall a change in Disposal Site(s) or failure or inability to obtain or maintain necessary permits by the Contractor be considered a change in conditions. In the event the Contractor is unable to find an altemate Disposal Site(s), he shall be deemed to be in default of this Agreement and liable for damages, bond forfeitures and other expenses as provided in the Agreement. VII. INDEMNIFCATION INSURANCE/BONDS A. Contractor agrees to defend, indemnify and save harmless the Town of Southold against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of what ever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor can'ying out or performing under the terms of this Agreement, or failUre to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town directly or by its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of Contractor's employees or agents APPENDIX A-3 76 who may seek to hold the Town liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments, The Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all appeals which, in the opinion of the Town, may be necessary. B. Contractor shall procure and maintain the insurance described in Section A of the Solicitation for a period commencing on the date of this Agreement and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town a~ an additional insured and shall provide that the coverage shall not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized, to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage necessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. C. Contractor shall, for the period of the performance of services hereunder, maintain a Performance Bond in the amount of one million ($1,000,000.00) dollars wherein named obligee is Town of Southold. The Bond shall be in a form acceptable to the Town Attorney and issued by a surety licensed to do business in New York as a surety. VIII. FORCE MAJEURE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town, the Contractor, the Disposal Site or any of the Town's or the Contractor's respective subcontractors or suppliers, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder (except for payment obligations), and if such act, event or condition is APPENDIX A-4 beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance; provided, however, that the contesting in good faith or the failure in good faith to contest such action or in action shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God (but not including reasonable anticipated weather conditions for the geographic area of the Town or Disposal Site) hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, dot or civil disturbance; (2) the failure of any appropri~ite federal, state, county, town or local public agency or private utility having Jurisdiction in the areas in which the Transfer Station or Disposal Site is located to provide and maintain utilities, services, water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Disposal Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the transfer Station or Disposal Site; and (4) the presence of hazardous waste upon, beneath or migrating from the Transfer Station. It is specifically understood that none of the following acts or conditions shall constitute uncontrollable circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuations; (b) the financial condition of the Town, the Contractor, any of its affiliates or any sub-contractor; (c) union work rules, requirements or demands which have the effect of increasing the number of employees employed otherwise increase the cost to the Contractor of operating its haul operation or the Disposal Site (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or APPENDIX A-5 78 circumstances occurring outside of the United States, or (g) any change in law or in the permit conditions or status of the Transfer Station Disposal Site or alternate Disposal Site. IX. SUBONTRACTS Contractor shall not enter into any subcontracts in connection with the services to be performed by Contractor hereunder without the prior written approval by the town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to furnish any insurance or bonds for the benefit of Contractm, the Town shall also be nmned as an additional inzmcd or obliges. X. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Law relating to the payment of prevailing wage rates to the extent applicable, or the applicable State Law in the state of disposal. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs be borne exclusively by Contractor. XI. FORCED ACCOUNTING In the event the Town directs the Contractor, by written authorization signed either by the Town Supervisor or Town's Solid Waste Coordinator, to perform additional services beyond the scope of those described in this Agreement, the Contractor shall be compensated for such additional services on the following basis: TOTAL COMPENSATION FOR ADDITIONAL SERVICES = DiRECT LABOR COST + DIRECT MATERIAL COST + OVERHEADO + PROFIT For the purposes of this Section: APPENDIX A-6 79 A. DIRECT LABOR COST shall include hourly wages, including overtime premiums actually paid plus the following fringe benefits-assoeiated with those wages - group medical, group life insurance, pensions, FICA, uniforms, safety equipment or special tools. These fringe benefits shall be separately identified and shall not duplicate fringe benefits paid in connection with work performed within the scope off the Agreement. B. DIRECT MATERIAL COST shall be those costs actually paid by Contractor for materials utilized by Contractor in performance of the additional services. The costs for such materials shall not include sales tax for any materials which constitute personal property incorporated into the structures, buildings, or real property of the Town since such personal property is exempt from taxation York State Tax Law, under Section 1115 of the New York' State Tax' Law. - ' · C. OVERHEAD shall be 10% of the total of the Direct Labor Costs and the Direct Material Costs, D. PROFITS shall be 5% of the total of the Direct Labor Costs, the Direct Material Costs and the Overhead. XII. CONTRACTOR'S OPERATIONS AND PROCEDURES REPORTS Contractor will provide the operating plan and supporting data listed in Sections A and B of the Solicitation to the Town for review and acceptance. Contractor will update the plan as necessary and furnish copies of those updates to the Town. XIII. DEFAULT In the event the Contractor fails co' perform its obligations under the Agreement, the Town may terminate the Agreement, procure the services from other sources and hold the Contractor responsible for any costs incurred. This Town also may deduct such costs from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. XIV. SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit status of its Disposal Site. In the event that Contractor submits a APPENDIX A-7 Bid for a Disposal Site for which Contractor does not currently have all necessary federal and state permits, or which after the acceptance of the Bid loses its permitted status, Contractor shall, at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. The parties agree that this is a full service Agreement and failure of the Contractor to provide the identified Disposal Sits or acceptable altemative Disposal Site, on or after the commencement date shall constitute a breach of this Agreement. The Contractor accordingly shall not be excused from its obligations hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. XV. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extant of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XVI. DISPUTES/ARBITRATION Any disputes between the parties to this Agreement may be referred to arbitration by mutual agreement of the parties. Absent such an agreement, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County, New York. In the event the parties agree to arbitrate a dispute, such arbitration shall be conducted in accordance with the rules of the American-Arbitration Association. In no event shall any demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. An award rendered by arbitrators following any such arbitration shall be final and Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. XVII. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. APPENDIX A-8 81 C. This Agreement, including all Exhibits and documents referred to herein, along with the Specifications, Solicitation and the Bid, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the Services to be performed hereunder. This Agreement may be modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties, the priority among those documents shall be: 2. 3. This Agreement; Exhibits hereto; The Solicitation including Appendices; ' ' COntracior~s Bid2 ' E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or s receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor, the Town may terminate this Agreement. F. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither held themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including, but not limited to, Worker's Compensation, Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there to be no discrimination against any employee who is employee in the work, or against any APPENDIX A-9 .~ 82 applicant for such employment, because of race, religion, color, sex, age, marital status, handicap or national origin in any manner prohibited by the laws of the United States or of the State of New York. These requirements shall include, but not be limited to, the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. XVIII. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: With a copy to: Supervisor of the Town of Southold P.O Box 1 ! 79 Southold, New York 11971 Solid Waste Coordinator, Town of Southold P.O. Box 962 Cutchogue, NY 11935 If to the Contractor: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. TOWN OF SOUTHOLD By:. Scott A. Russell, Supervisor By:. APPENDIX A- 10 83 APPENDIX B NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION PERMIT NEW YORK STATE DEPARTMENT OF ENVIRON54F. NTAL CONSERVATION Buildin~ 40 - SUNY, Stony Brook, New York 11790-2356 Phone (516) 444-0375 Fax (516) ~.~.~. 9231 Jolm P. Calgll Acllng Corm~s~r Jim Bunchuk Solid Waste Coordinator-Town of Southold PO Box 962 Cutchogue, New York 11935. Dear Mr. Bunchuk: Enclosed is a validated copy of your registration form submitted to the New York State Departmen~ of Environmental Conservation pursuant +~o 6 NYCRR Part 360, t,~ re0{ster the existing municipal solid waste transfer operation. This letter only acknowledges receipt of your registration form and does not, in any way, verifies that the information provided on the form is true or correct. In addition, you are responsible for obtaining any other permits and approvals that may be required; and for complying with all other applicable State and Federal laws, rules, regulations and all other applicable local ordinances including, but not limited to, zoning ordinances, building codes, Fire Marshal codes, etc. This registered activity shall in no way conflict with any mined land reclamation permit and approved reclamation plan. You are reminded that 6 NYCRR Part 360 contains various requirements that must be followed to warrant your facility's continued status as a registered facilitY. This information was provided in the registration package. if you have any questions regarding this matter or need an additional copy of the registration requirements, please contact me at the above telephone number. Regional Solid and Hazardous Materials Engineer AJC:ek enc. "H~U'¥~.'S~AY~ J~J~AJ~E~'Y OF ENVIRONMENT' COHSERVAT ON DIVISION OF SOLID ~ASTE -sOLI~ WgTE.MANAG:EM~NT FACILITY ~tease .~ea~,m~:.¥6[(o~ at[ i~tructioms ~fore c~letiflg this reGist~a~J~ form D DEC REGISTRATION # DEC ADHI#I~JTRAi;IO~ # ~TMENT USE ONI:Y TYPe &r Pri~. cLearLy FACILITY NAME AHD LOCATION Stret County Road THIS IS NOT A UPA PERMIT City/Village Su f ,. C, .,. ,. TeLephone Number 3. FACILITY OPERATOR'S NAME (if different) Same Mailing Address State/Zip code TeLephone Rt~ber ( ) 'DATE RECEIVED /C)/~¢.~/'/ ~:~.7..~ 2. FACILITY OWNER'S HAHE To~n Of Southold Mai [ Lng Address Ci ty/Togn/Vi LLage Southold State/Zip Code Ney .York 119'~J TeLephone Number ( 516 ) 765-1800 &. SITE OWNER'S HAME (if different) Same MaiLing Address '-~y/To~a~/ViiLage - , State/Zip Code Teleph~ Number ( ) TYPE OF FACILITY REGISTRATION (check aLL appLicabLe boxes) UEnergy Recovery Incinerators or Pyrolysis Units OSource Separatod~ NonputrescibLe SoLid Waste RecycLabLes [~60-3.1(c)3 HandLing and Recovery FaciLities [360-12.1(d)] E~Laod Al~olication and sL~lge Storage FaciLities (360-&.1(c)] E~uaste Tire Retreaders ~60-13.1Cd)(1)(i)3 [ oa~onsting and OtherOistribution and Marketing FaciLities 360-5.3(b)3 E~Lend clearing Debris LaodftiLs three acres or less £~60-?.2(a)3 ~Trana(er Stations (municipaLly owned/operated/contrectnd) receiving Less than 50,000 cubic yards or 12,500 tons of household soLid waste annuaLLy [360-11.1(b)(1)] [-1Transfer Stations (mUnicipaLLy owned/operated/contracted) receiving Less than 50,000 cubic yards or ~Z,500 tons of containerizodsoltd ~aste annually (~60-11.1(b)(2)3 Ouaste Tires Storod for on-site Energy Recovery ~60-1~.1(d)(1)(ii)] E~Tire DeaLers SelLing Haste Tires [-~TJre Manufacturing FaciLities £~60-13.1(d)(1)(iv)] E~processing FaciLities Receiving OnLy RecognizabLe Uncontaminated Concrete~ AsphaLt Pavement, Brick, Soil or Rock [~60-16.1(d)(1)(L)) ' ~Uncontamtnated UnaduLterated Wood Processing FaciLities [~60-16.1(d)(1)(ii)) E~Other FaciLities not specificaLLy described above, Specify Ty~ SOLID WASTE HANDLED a. List wastes and/or materials to be accepted ~ P~unicipal Solid Waste b. Quantity (specify U~ita~,,see ,instructions) design capacity ~, DUU ~OR.S storage on site 0 ?. O~ERATIONS SCHEDULE - Normal schedule of operation 7:00 am - 5:00 pm, 7 days per week 8. NANE($) OF ALL MUHICIPALZTIES SERVED To~n of Southold Village of Breenport 9. cERTIFICATION: i hereby affirm under penalty of perjury that information pro~ed on this form and attached statements and exhibits was prepared by me or under my supervision sod direction and is t~e ~o the best of my knowledge mod belief, and that I have the authority as Supervisor .(titLe) of To~n of Southold (Entity) to sign this registration form pursuant to 6 NYCRR Part ~60. By signing this registration form, I affirm that i have read the appLicabLe regulations and wilt abide by ail conditions of the registration requirament~. I am aware that any ·faLse ~etate~nt made here{n is punishabLe as a Class A misd~T4anor pursuant to Section 210.45 of the Perm[ Law. ~ ed/Typad Name Sigpatur~,~ Mo. ~Oay Year Jean W. Cochran i APPENDIX C Town of Southold Accident Report 87 TOWN Incident Report · .OF SOUTHOLD- Date & Time of Incident Type of Incident/Accident: __Tdp & Fall or Bodily Injury __.Vehicle Damage'to Property ' Other Location of Incident/Accident DeScription of Incident/Accident Description of Injuries Injured's Name & Address & Date offfiir~h. Medical Care Given? What care was ·given? : By,whom? Any0ne taken to hospital? Witness Name & Address... REMARKS: Hospital Name Reported by (Signature) Date & Time Reported to Department Head Signature of Dept. Head: Date & Time Date & Time 8/00 Edition .TOWN OF SOUTHOLD Four (4) bids were received: SOLID WASTE REMOVAL & DISPOSAL Bid Opening 6/2/11 ~ 10:00 AM C1 C2 C3 C4 C5 Unit .Bid Price Trinity Transportation Corp. Michael Avery 214 Blydenburgh Road Islandia, NY 11749 (631)342-9673 74.50 74.50 76.74 77.89 78.86 75.93 Winter Brothers Recycling Corp Stephen R. Soucy 107 Mahan Street West Babylon, NY 11704 516-937-0900 68.25 69.95 69.95 69.95 69.95 69.46 Eastern Resource Recycling Inc Vincent Maggio, Jr 88 Old Dock Road Yapank, NY 11980 631-775-5900 78.44 79.71 82.44 83.67 83.67 80.87 Tully Environmental Inc Peter Tully 127-50 Northern Blvd Flushing, NY 11368 718-446-7000 83.81 83.81 85.81 87.81 89.81 85.52 Original copies are in Town Clerk's file. Five copies sent to SWMD. BIDDER'S SOLICITATION SOLID WASTE HAUL AND DISPOSAL SERVICES AGREEMENT DOCUMENTS TOWN OF SOUTHOLD STATE OF NEW YORK TOWN OfSOUTHOLD May 2011 NOTICE TO BIDDERS Solid Waste Haul-Disposal Services The Town of Southold will receive sealed bids for solid waste haul-disposal services until the time and at the location herein specified which, will then be opened and publicly read aloud; PLACE: Office Of the Town Clerk Southold Town Hall 53095 Main Road Southold New York 11971 (631) 765-1800 DATE: June 2, 2011 TIME: 10:00 AM (LATE BIDS WILL NOT BE OPENED) The offer to be made in accordance with this Bid Solicitation shall include a bid on the following: A bid price per ton, to provide equipment and labor for hauling solid waste and disposing solid waste at the Contractor's Solid Waste Disposal Site. The term of this Agreement shall be two (2) years commencing on July 1, 2007, .with the potential for three (3) additional option years (see Section 18.0~ p. 21). Notwithstanding contractual or other legal reasons for terminating this Agreement, this Agreement will be guaranteed for a two (2) year term, through June 30, 2013. Bids must be made in writing on the forms furnished and shall be accompanied by a Bid Guaranty in the Form of certified check, money order, bank draft or standard form letter of credit made payable to Town of Southold, or bid bond, in the sum of one hundred thousand dollars ($100,000.00) wherein the named obligee shall be the Town of Southold. The successful Bidder shall be required to furnish a performance Bond. and insurance in accordance with the instructions in the Bid Solicitation. The bid price shall not include any tax, Federal, state, or local, from which the Town of Southold is exempt. A Bidder may not withdraw his bid within forty-five (45) days after the opening of the bids, but may withdraw his Bid at any time prior to the scheduled time for the opening of bids. The Town reserves the right to reject any or all bids and to waive informalities, should this action be in the best interest of the Town of Southold. 2 Bid Solicitation containing submission requirements, instructions, technical specifications, and bidding forms may be examined free of charge and at the following location on weekdays from 8:00 A.M. to 4:00 P.M.: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Upon payment of non-refundable fifty dollars ($150.00) Bid Solicitation may be picked up at: Office of the Town Clerk Southold Town Hall 53095 Main Road Southold, New York 11971 Questions regarding the Bid Solicitation should be directed to Mr. James Bunchuck, Southold Town Solid Waste Coordinator at 631-734-7685. Mr. Bunchuck's office is at the Southold Town Transfer Station, located at: Southold Town Solid Waste District 1 Zack's Lane Cutchogue, New York 11935 Entrance to the facility is gained from Cox Lane, off County Rt. # 48. All bidders are encouraged to inspect the Southold Town Transfer Station. Appointments to do so are not required, but may be scheduled by calling Mr. Bunchnck at the phone number above. Elizabeth A. Neville Town Clerk For further information regarding bidding requirements, contact Elizabeth A. Neville (631) 765- 1800. For information regarding Town Of Southold waste program and haul-disposal operations, contact James Bunchuck (631) 734-7685. TABLE OF CONTENTS GLOSSARY OF TERMS SECTION A- SUBMISSION REQUIREMENTS 1.0 Project Purpose 2.0 Schedule 3.0 Examination Of Agreement Documents 4.0 Information to be Submitted 4.1 Contractual Bid 4.2 Supplemental Information 5.0 Bid Format 5.1 Binding 5.2 Form Preparation 6.0 Submission of Bid 6.1 Withdrawal Of Bids 6.2 Questions & Addenda 7.0 Bid Guaranty 8.0 Execution Of Agreement 9.0 Consideration Of Bids 10.0 Selection Of Contractor 11.0 Acceptance of Bid 12.0 Assignment 13.0 Limitation Of Funds Available 14.0 Insurance and Bonds 14.1 Insurance 14.2 Bonds 15.0 Indemnity (Hold Harmless) 16.0 Payments 17.0 Default 18.0 Term of Agreement 19.0 Service Agreement 20.0 Subcontracts 21.0 Rights and Options SECTION B - BID SPECIFICATION 1.0 Requirements 2.0 Program Goals and Objectives 3.0 Potential Regulatory and Operational Changes 4.0 Character Of The Solid Waste 4.1 Quality and Characteristics 5.0 Program Activities 5.1 Collection 5.2 Loading Mode 5.3 Town of Southold Accident and Damage Policy 5.4 NYSDEC Part 360 Permit to Operate 10 11 11 12 13 13 13 15 15 15 15 15 16 16 16 17 17 18 18 18 18 18 20 20 21 21 21 21 22 22 23 24 25 25 25 26 26 26 27 27 27 4 6.0 Haul Services 6.1 Transport Mode 6.2 Work Included 6.3 Equipment 6.4 Weighings 6.4 Routing Mode - Contractor's Responsibility 7.0 Disposal Services Program Activities 7.1 Work Included 7.2 Operational Capacity 7.3 Permit Requirements 7.3.1 Disposal Sites Inside State Of New York 7.3.2 Disposal Sites Outside State of New York 7.4 Weighings 8.0 Safety and Health Regulations 9.0 Operations and Procedures 9.1 Supporting Data SECTION C - TOWN OF SOUTHOLD SOLID WASTE HAUL/DISPOSAL SERVICES 1.0 Intent 2.0 General Bid Statement 3.0 Unit Price Bid Schedule 3.1 Compensation 3.2 Evaluation Unit Bid Price Formula 4.0 Bid Security Acknowledgment 5.0 Information Schedules Information Schedule A Information Schedule B Information Schedule C Information Schedule D Information Schedule E Information Schedule F Information Schedule G Information Schedule H Information Schedule I Information Schedule J Information Schedule K Information Schedule L Information Schedule M 27 27 28 28 29 29 29 30 30 30 31 31 33 33 34 35 36 37 37 41 41 42 42 42 SECTION D - APPENDICES Appendix A Sample Operating Agreement Appendix B New York State Department of Environmental Conservation Permit Appendix C Accident Report 6 GLOSSARY OF TERMS ADMiNISTRATOR -Shall mean the Coordinator of municipal solid waste (or his agent) of the Town of Southold, New York. AGREEMENT- Shall mean a Form operating agreement set forth by the Town and resulting from this Bid Solicitation between the Town of Southold and the successful Bidder to be executed in 1997. AGREEMENT DOCUMENTS -Shall include the notice to bidders, instructions, bid solicitation, bid Forms, information schedules, proposal, payment bond, bid bond, Agreement, performance bond, certificates of insurance, glossary of terms any general conditions or special conditions, and any addenda. The Agreement Documents will Form a part of the Agreement. AGREEMENT YEAR -Shall mean the period from ~July 1~ ora calendar year to _June 30, of the next calendar year. BIDDER -Shall mean any party or parties submitting in proper form a bid to perform the work as specified in the Agreement Documents. The successful Bidder selected by the Town to perform the specified work will thereafter be known as the Contractor. BID PRICE -Shall mean the unit cost to determine the ranking of bidders. BID SOLICITATION-Shall mean this document, specifications, and any bid addenda issued. COMMENCEMENT DATE -Shall mean __July 1, 2011_. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) -Shall mean solid waste resulting from the construction, renovation, equipping, remodeling, repair and demolition of structures and roads. Such waste includes, but is not limited to, bricks, concrete and other masonry materials, soil, rock, wood, wall coverings, plaster, drywall, non-asbestos insulation and roofing shingles. CONSTRUCTION MATERIALS AND/OR DEMOLITION DEBRIS (C&D) DISPOSAL SITES -Shall mean any site designated by the Contractor where construction and demolition debris is disposed of in a manner that minimizes environmental hazards and is permitted under the design and operation requirements of 6NYCRR Part 360 or alternatively outside the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdicfion's applicable regulatory agency and 2) Town of Southold's minimum standards. GLOSSARY-I 7 CONTRACT DOCUMENTS - Shall have the same meaning as Agreement Documents. CONTRACT YEAR - Shall have the same meaning as Agreement Year. CONTRACTOR - Shall mean the party contracting to perform the work, or the heirs, executors, administrators, agents, or successors thereof. COORDINATOR - Shall mean the coordinator of municipal solid waste for the Town of Southold. COUNTY - Shall mean Suffolk County, State Of New York. DAILY - Sunday to Saturday, inclusive. EPA - Environmental Protection Agency (Federal). HAUL-DISPOSAL SERVICES UNIT PRICE - Shall mean the Contractor's compensation in dollars for each ton of solid waste actually hauled from the Town Of Southold Transfer Station to the Contractor-Designated Disposal Site and disposed of at the Contractor-Designated Disposal Site. HAZARDOUS WASTE - Shall mean (1) any "hazardous waste" as defined under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.. or "hazardous substance" as defined under the comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., or "hazardous waste" as defined under New York Environmental Conservation Law Section 27-0901 et seq., as each such law may be amended from time to time, and the regulations promulgated thereunder, and any analogous or succeeding Federal, state or local law, rule or regulation and regulations promulgated thereunder and (2) any other material which any governmental agency or unit having appropriate jurisdiction shall determine from time to time cannot be processed at the facility because it is harmful, toxic or dangerous. NOTICE OF AWARD - Shall mean written notice from the Town of Southold to the successful Bidder that the Town of Southold intends to award an Agreement to the successful Bidder, subject to compliance with all their terms and conditions of the Agreement Documents. NYSDEC - New York State Department Of Environmental Conservation. OSHA - Federal Williams-Steiger Occupations Safety & Health Act of 1970, plus subsequent revisions. GLOSSARY-2 8 OWNER - Shall mean the Town Of Southold, New York. Also may be referred to as the Town. PERMIT - Shall mean any and all permits, licenses, approvals, certificates of public convenience and necessity, Franchises or authorizations which must be issued by any Governmental Body having jurisdiction thereof to legally enable the Contractor to transport and/or dispose Of construction and demolition debris. PERMITTEE - Shall mean any person issued a valid permit to haul construction and demolition debris or to construct, establish, maintain or operate a construction and demolition debris Disposal Site. RCRA - Resource Conservation Recovery Act (Federal). SOLID WASTE - Shall mean all putrescible and non-putrescible materials or substances, including but not limited to garbage, refuse, rubbish, ashes, agricultural wastes, and offal. (Solid Waste does not include C&D waste, recyclables, hazardous, or infectious waste). SOLID WASTE DISPOSAL SITE(S) - Shall mean any site designated by the Contractor where solid waste is disposed of in a manner that minimizes environmental hazards and Is permitted under the design and operation requirements of 6NYCRR Part 360 - Solid Waste Management Facilities, or alternatively outside of the State of New York, is permitted under design and operation requirements meeting the requirements of 1) that jurisdiction's applicable regulatory agency and 2) Town of Southold's minimum standards. Also may be referred to as Disposal Site(s). SUBCONTRACTOR - Shall mean an individual, firm or corporation having a direct contract with the Contractor for services, equipment, materials and/or labor. GLOSSARY-3 9 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS, AND AWARD BASIS 10 SECTION A SUBMISSION REQUIREMENTS BIDDERS INFORMATION, INSTRUCTIONS AND AWARD BASIS 1.0 PROJECT PURPOSE The Town of Southold expects that it will receive and need to dispose of approximately 10,000 tons of solid waste during the agreement year. It is possible that the Town of Southold will contract with another town to receive and dispose of their solid wastes. If this happens the quantity of wastes to be hauled and disposed of under this Agreement will increase. This Bid Solicitation will ensure Town of Southold's solid waste will continue to be 1) hauled From the Town of Southold Transfer Station to Disposal site(s) and 2) disposed of at permitted Disposal Site(s). 2.0 SCHEDULE The schedule below is an estimate of the time period leading up to the commencement of the Agreement. Its intent is to provide each Bidder with an idea of when certain events may occur. The dates given are guidelines and should not be construed as finn dates or deadlines due to. the multiple parties involved in the decision making process. EVENT DATE Transfer Station Visits By Appointment Pre-Bid Conference None Bid Opening 10:00 AM Thursday, June 2, 2011 Town Board Approval June 7, 2011 Agreement Executed On or Before June 29, 2011 Operations Commencement July 1, 2011 11 3.0 EXAMINATION OF AGREEMENT DOCUMENTS, FAMILIARITY WITH THE WORK It is the responsibility of each Bidder before submitting a Bid to (a) examine th.e Sample Operating Agreement and Agreement Documents thoroughly; (b) visit the site of the Town of Southold Transfer Station; (c) attend and be familiar with the outcome of the pre-bid conference (d) become familiar with conditions at the Town of Southold Transfer Station and Disposal Sites that may affect cost, progress, performance or furnishing of the work; (e) become familiar with and consider all federal, state and local laws, regulations ordinances, permits, approvals and orders that may effect the cost, progress, performance or furnishing of the work: (f) study and carefully correlate the Bidder's observations with the Agreement Documents; and (g) notify the Town Clerk of all conflicts, errors or discrepancies in the Agreement Documents. Reference is made to the following Appendices which contain supplemental information which is attached to and made part of the Agreement Documents: Appendix A: Sample Operating Agreement Appendix B: NYSDEC Part 360 Operating Permit Appendix C: Town of Southold Accident Report Reference is made to the Following information which is available for review by Bidders at the Town Clerk's Office during normal business hours - 8:00 A.M. to 4:00 P.M. Monday through Friday. i. Pending conceptual plans for the proposed Town of Southold Transfer Station. ii. Town of Southold Solid Waste Management Plan. This information is presented solely for the convenience of the Bidders and does not constitute part of the Agreement Documents. Bidders shall form their own conclusions and opinions from this information and shall confirm any information contained therein regarding facilities and equipment through site visits. The Town does not guarantee the accuracy of any information contained in these documents. Before submitting a Bid, each Bidder shall, at the Bidder's own expense, make or obtain any additional inspections, examinations, or 'studies and obtain any additional data and information which may affect cost, progress, performance or fumishing of the work and which Bidder deems necessary to determine its bid for performing and furnishing the work in accordance with the time, price and other terms and conditions of the Agreement Documents. The failure or omission of the Bidder to receive and examine any form, instrument or document, or make required inquiries and inspections, shall not relieve the Bidder from any obligation contained in the Agreement Documents. The Town will be justified in rejecting any claim based on facts or conditions of which the Contractor should have been cognizant. 12 The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this Bid Solicitation, that without exception the Bid is premised upon performing and fumishing the work required by the Agreement Documents, and that the Agreement Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performing and furnishing the work. Bidders will be allowed to ask questions regarding the Bid Documents during the pre-bid conference to be held at: Town Hall 53095 Main Road Southold, New York 11971 4.0 4.1 4.2 INFORMATION TO BE SUBMITTED WITH PROPOSAL Contractual Bid For the purpose of assisting the Town in determining the responsible Bidders for this Bid Solicitation, the Bidder is required to submit the following minimum information with his bid: ii. iii. iv. Contractor Bid Form Bid Security or Bid Bond Information Schedules A through M as applicable Supplemental Information as described in 4.2 Supplemental Information In addition to the aforementioned forms, the Bidder is. required to submit the following supplemental information with his bid: Operational Plan: A plan describing the Bidder's assessment of the requested operation set forth in Exhibit M. This section shall be divided into the following subsections: o Haul A detailed summary of requirements for manpower, materials and supplies, mobile equipment, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. 13 ii. iii. iv. o Disposal A detailed summary of requirements of site capacity, useful life, hours and days of the week, operation, etc., shall be included to provide the Town with general anticipated guidelines for performance under the Agreement. A copy of the current Permits to Construct and Permits to Operate shall be included. If the Solid Waste Disposal Site is located outside the State of New York, a copy of the current applicable laws and regulations governing the design, construction and operation of the Disposal Site shall additionally be included. Litigation: A section briefly describing any current litigation which in any way may affect the Bidder's operational capability of useful life of the Solid Waste Disposal Sites. Subcontractors: If the Bidder intends to use one or more subcontractors to complete any portion of the work, the Bidder must so indicate this intent in its Bid. The Bidder is advised that any Agreement awarded will be contingent upon the use of the subcontractor(s) so identified. In the event that the Bidder desires to change the number or identity of such subcontractor(s), the proposed change must be submitted to the Town for approval. No such change shall be made without the Town's approval. In addition, it is the policy of the Town of Southold to encourage the participation of Minority Business Enterprises (MBE's) and Women- Owned Business Enterprises (WBE's) on Town projects. For this reason, the Agreement will require Contractor to use its best efforts to include among its subcontractors MBE and WBE firms. In the event the successful Bidder intends to subcontract in excess of twenty-five percent (25%) of the work, the Bidder will be required to submit to the Town an MBE/WBE Utilization Plan acceptable to the Town prior to the Town's execution of the Agreement. Disposal Site Subcontractor: In the event the Bidder does not own the Disposal Site identified in its Bid, the Bidder shall furnish a statement, signed by an authorized representative of the Disposal Site, which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents. THE SUPPLEMENTAL INFORMATION REQUIREMENTS MAY BE SATISFIED BY INCLUDING A REFERENCE TO AN INFORMATION SCHEDULE (A-M) IF THE SCHEDULE PROVIDES THE INFORMATION REQUESTED AND IS INCLUDED IN THE BID. 14 5.0 5.1 BID FORMAT Binding The document(s) if bound shall be in a manner that will provide for easy evaluation access (to lie flat when opened). Printing on both sides of the sheets, provided a quality paper is Utilized that will prevent the type from showing through, is acceptable. Paper with substantial recycled content is preferred. 5.2 Form Preparation 6.0 6.1 Bids shall be submitted in the form described in this Bid Solicitation. All blank spaces for bid prices shall be properly filled in, in ink or typed, in both words and numerals for all bid categories required. In the event a price shown in words and its equivalent shown in figures do not agree, the written words shall be binding on the Binder. BIDS SHALL NOT BE QUALIFIED, MODIFIED, LIMITED OR RESTRICTED IN ANY WAY. In the event a specification is not applicable, it shall be so indicated. Incomplete bids may not be considered, depending on the nature of the missing information. SUBMISSION OF BID Each Bidder shall submit six (6) separate complete sets of his Bid which shall be enclosed in a sealed opaque envelope plainly marked on the outside with the title of the work and the name and address of the Bidder. No Bid will be considered unless filed on or before the time and at the place designated in the Notice to Bidders. Bids received after the time set for the opening will be returned to Bidders unopened. When sent by mail, preferably registered, the sealed Bid, marked as above, should be enclosed in an additional envelope similarly marked and addressed to: Office of the Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 Bids received prior to the time of opening will be kept securely unopened. No bid received thereafter will be considered. Withdrawal of Bids Any Bidder will be given permission to withdraw its Bid upon receipt of a properly notarized written request made no later than the time set for opening. At the time of opening of the bids, if such Bid is included, it will be returned to the Bidder unopened. No bid may be withdrawn after opening until execution of the Agreement or rejection of all bids as provided herein. 15 6.2 7.0 Questions & Addenda All questions about this Bid Solicitation must be submitted in writing to the following: Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 No alterations to this Bid Solicitation will be considered valid unless in writing and issued as Addenda. All such addenda shall become part of the documents and all Bidders shall be bound by such addenda, whether or not received by the Bidders All questions must be received at least ten (10) calendar days before bid opening in order to be answered. It shall be the Bidder's responsibility to make inquiries concerning any addenda issued. All addenda will be on file at the Town Clerk's office at least twenty-four (24) hours before bids are opened. The Town will not be bound by oral clarifications. BID GUARANTY Each Bid must be accompanied by a bid guaranty (Section C, Schedule 5.0.K), without condition or qualification, which shall be in the sum of one hundred thousand dollars ($100,000.00). The guaranty may be certified check, bank draft, money order, standard form irrevocable letter of credit, or a bid bond in the form attached. The bid bond shall be secured from a surety company authorized to do business in the State of New York as a surety. No Bid will be considered unless it is accompanied by the required guaranty, certified check, money order or bank draft must be made payable to the order of the Town of Southold. The bid bond shall name the Town as the obligee. Cash deposits will not be accepted. The bid guaranty shall ensure the execution of the Agreement and the furnishing of the surety bond or other required bonds by the successful Bidder, all as required by the Agreement Documents. All guaranties will be returned within ten (10) days after the execution of the Agreement and required bonds insurance and other Agreement Documents are received from the successful Bidder. 8.0 EXECUTION OF AGREEMENT/FURNISHING OF BONDS The successful Bidder, or its legally authorized representative, shall be required to appear in person within ten (10) days of the Notice of Award by the Town at the place and time designated by the Town to execute the Agreement and other Agreement Documents for Haul/disposal services. The successful Bidder shall, at its own cost and expense, procure, execute and deliver to the Town the following documents within ten (10) days of formal Notice of Award by the 16 9.0 Town. Performance Bond - A Performance Bond shall be in an amount of one million five hundred thoushand dollars ($1,500,000.00). This bond (as shown by example in Section C, Schedule 5.0.L), shall be maintained at the Contractor's own expense for the term of the Agreement. Failure or refusal of the successful Bidder to execute and/or deliver such bond within the time designated, shall constitute a breach of such Bidder of the Agreement created by the Town's acceptance of the bid. In such event, the Town may determine that such Bidder has abandoned the Agreement and the Town shall be entitled to take action for any and all damages it may suffer as the result of such breach. The Town's rights in this regard shall include but not be limited to a claim against the bid bond provided. The Town specifically reserves any and all other rights against the Contractor as a result of his failure to perform as required by these documents. CONSIDERATION OF BIDS The Town of Southold reserves the right to reject any/or all bids for haul and disposal services if such action is deemed to be in the best interests of the Town. To be considered responsive to this Bid Solicitation, each Bidder shall: Provide equipment, labor, maintenance and management services to haul and dispose of solid waste from the Town of Southold Transfer Station to Contractor designated Solid Waste Disposal Site(s) as set forth in Section B - Bid Specifications. B. Reserve and provide a minimum available capacity of 15,000 tons (52 weeks/year) yearly, allowing for seasonal and other peak periods. Provide evidence of all current valid state and Federal permits, licenses, local ordinances, etc., required by law to receive solid waste at the designated Disposal Site(s). D. Provide evidence of physical and financial capability to perform services described in the bid specifications. 10.0 SELECTION OF CONTRACTOR Bids will be evaluated only if accompanied by the approved form of bid guaranty. Only bids solicited from firms or combinations thereof, who have sufficient management, engineering capabilities, operating, and maintenance experience to fulfill the Town's goals and comply with the applicable local, state, Federal laws, ordinances, regulations e.g. New York State Department of Environmental Conservation, Resource Conservation Recovery Act and Federal Environmental Protection Agency guidelines will be accepted. The Town will review the bids and make a selection recommendation based on the evaluation criteria included in this Bid Solicitation or take such other action as it deems in its best interest. 17 Any agreement awarded hereunder will be to the responsible Bidder whose Evaluation Unit Bid Price is the lowest. The Town of Southold reserves the right, in its sole discretion, to reject at bids submitted in response to this Bid Solicitation. 11.0 ACCEPTANCE OF BID The acceptance of a Bid will be a Notice of Award signed by a duly authorized representative of the Town, and no other act of the Town shall constitute the acceptance of a Bid. The acceptance of a Bid shall bind the successful Bidder to execute the Agreement and other Agreement Documents. 12.0 ASSIGNMENT The successful Bidder to whom any Agreement shall be let, granted, or awarded shall not assign, transfer, convey, sublet, or otherwise dispose of the Agreement or of his right, rifle, or interest therein or his power to execute such Agreement, to any person or corporation without the prior written consent of the Town. 13.0 LIMITATION OF FUNDS AVAILABLE 14.0 14.1 The Contractor specifically agrees that any Agreement shall be deemed executory only to the extent of the funds appropriated for the purpose of the Agreement and that no liability shall be incurred by the Town beyond the funds appropriated on the date of execution of the Agreement by the Town for the said purpose. INSURANCE AND BONDS Insurance For the period from Agreement commencement date until one (1) year after Agreement termination date, Contractor must maintain insurance acceptable to the Town in the kinds and amounts set forth below. All such insurance coverage, shall be provided by companies licensed to do business in New York State and the state in which the Disposal Site(s) is (are) located. The Town of Southold and its agent shall be named as an additional insured and coverage shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Within ten (10) days of the Notice of Award, Contractor shall furnish to the Town, certificates of insurance, in a form satisfactory to the Town Attorney, evidencing such insurance. The kinds and amounts of insurance are as follows: A. Contractor's Insurance - Insurance for liability for damage imposed by law of kinds and in the amounts hereinafter provided covering all work under the Agreement, whether performed by Contractor or his subcontractors. The kinds and amounts of insurance are as follows: 18 (1) Worker's Compensation Insurance - A Policy covering the operations of the Contractor in accordance with the provisions of Chapter 41 of the Laws of 1914 as amended, known as the Worker's Compensation Law, covering all operations Of the Contractor, whether performed by him or by his subcontractors. The Agreement shall be void and of no effect unless the person or corporation making or executing same shall secure compensation coverage for the benefit of, and keep insured during the life of said Agreement such employees in compliance with provisions of the Worker's Compensation Law. (2) General Liability (Comprehensive Form) Insurance - Contractor's liability insurance issued to and covering legal liability of the Contractor with respect to all work performed by him under the Agreement. The following insurance coverage shall be included: (a) Independent Contractor's Protective Liability ~ Covering work performed by subcontractors. (b) Completed Operations or Product Liability. (c) Contractual Liability. (d) Broad Form Property Damage (e) Personal Injury. NOTE: If any of the rating classifications embody property damage exclusions C or U, coverage for eliminating such exclusions must be provided. Coverage for the above will be required in not less than the following amounts: SINGLE LIMITS OF LIABILITY: AGGREGATE LIMITS OF LIABILITY: $1,000,000.00 $10,000,000.00 (3) Automobile Liability Insurance - Policy shall include coverage for all owned as well as non-owned and hired vehicles, and limits shall not be less than the following amounts: BODILY INJURY LIABILITY Aggregate: $3,000,000.00 Each Person Each Occurrence $1,000,000.00 PROPERTY DAMAGE LIABILITY Aggregate: $3.000,000.00 Each Occurrence $1,000,000.00 19 14.2 Bonds Prior to the execution Of the Agreement. the successful bidder shall furnish to the Town a Performance Bond wherein the named obligee is the Town of Southold. The Performance Bond's purpose is to secure the faithful performance of the Agreement. The bond' amount shall be set forth in Section A-8.0. The bond shall be executed by a surety company approved by the Town authorized to do business in the State of New York and with an office or representative in Suffolk County, New York. The form shall be acceptable to the Town of Southold and shall have a term through the completion of services. As an a alternative to the Performance Bond, the successful Bidder may furnish a certified check, bank draft, money order, or a standard form irrevocable letter of credit, certified check, bank draft or money order must be made payable to the order of the Town of Southold. The standard form irrevocable letter of credit shall be in a form acceptable to the Town of Southold. In the event the Contractor secures a Performance Bond from any of its subcontractors, said bond shall also name the Town of Southold as a dual obligee. Should the Town designate another public or private gent of contract administrator, the same or others shall be added as additional named obligee at no added costs to the Town, upon written request from the Town. 15.0 INDEMNITY (HOLD HARMLESS) Contractor shall agree to defend, indemnify and save harmless the Town against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the carrying out of or the performance of the terms of such Agreement, or the failure to carry out any of the revisions, duties, services or requirements of such Agreement, whether such losses and damages are suffered or sustained by the Town directly or its employees, licensees, agents, engineem, citizens or by other persons or corporations, including any of the Contractor's employees and agents who may seek to hold the Town liable therefor. This indemnity shall include any and all claims, penalties or other losses or damages incurred by the Town as a result of enforcement or other proceedings by Federal, state or local government agencies relating to Contractor's Disposal Site(s) operation. This obligation shall be ongoing, survive the term of the Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments. The Bidder agrees to join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all necessary appeals which may be necessary, in the opinion of the Town. 20 16.0 PAYMENTS Contractor shall receive monthly payments for services performed during the prior calendar month upon submission of an invoice (with a Town voucher) that shall contain an itemized list of municipal solid waste haul trips from the Town of Southold Transfer Station including the tonnage of municipal-solid waste and the manifest number for each load of municipal solid waste removed. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. Contractor's monthly invoice shall include a daily summary of tonnage received by Contractor at the' Transfer Station. The Town shall be entitled to deduct from any payment owing to Contractor any sums expended by the Town to cure any default or other non-compliance by Contractor. 17.0 DEFAULT In the event the Contractor fails to perform its obligations under the Agreement, the Town may terminate such Agreement, and the Town may procure the services from other sources and hold the Contractor responsible for any excess costs incurred and deduct from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. 18.0 TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three {3) additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to terminate the Agreement at any time after Year Two (i.e., after June 30, 2013) of the Agreement for the purpose of entering into an inter-municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. 19.0 SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit' status of its Disposal Site. In the event that Bidder wishes to submit a bid for a Disposal Site for which Bidder does not currently have all necessary federal and state permits, Bidder shall at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing to the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. This is a full service Agreement and failure of the successful Bidder to provide the identified Disposal Site or acceptable alternative Disposal Site, on or after the commencement date for services under the Agreement Documents awarded hereunder shall constitute a breach of this Agreement. The Bidder accordingly shall not be excused from it obligations 21 hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. 20.0 SUBCONTRACTS In the event Bidder does not own the Disposal Site identified in its bid prior to execution of the Agreement, Bidder shall: (1) furnish to the Town a copy of the signed Agreement between Bidder and the Disposal Site Contractor which provides for Bidder's use of the site pursuant to this Bid Solicitation in accordance with the Agreement Documents; (2) require the Disposal Site Contractor to furnish to Contractor and the Town a performance bond guaranteeing the availability of the Disposal Site throughout the term of the Agreement; (3) require the certificates Contractor to provide insurance naming the Town as additional insureds on all policies maintained by Contractor. 21.0 RIGHTS AND OPTIONS The Town of Southold, New York, reserves and holds at its discretion the following rights and options upon issuing this Bid Solicitation: To award an Agreement to the candidate whose bid is judged to be the lowest responsible bid pursuant to Section 103 of the General Municipal Law of the State of New York. 2. To reject any and/or all bids. 3. To issue subsequent bid solicitations. 4. To issue additional and subsequent solicitations for statements of qualifications and conduct investigations or interviews with respect to the qualifications of each Bidder. 5. To designate another public body, private or public agency, group, or authority to act in its behalf for evaluation and Agreement negotiations. 6. To designate another public body, private or public agency, group, or authority to act in its behalf for contract administration of this project at any time during the Agreement period. 22 SECTION B BID SPECIFICATIONS (TECHNICAl J/MANAGEMENT) SECTION B BID SPECIFICATIONS 23 TECHNICAL/MANAGEMENT 1.0 REQUIREMENTS This request for bids is issued for the Town of Southold, State of New York, Town Hall, 53095 Main Road, Southold, New York, 11971 (Telephone (516) 765-1800) The effort, shall be known as the Town of Southold Solid Waste Transport and Disposal Service. The Town of Southold desires to issue an Agreement with a qualified Contractor to haul and dispose of a portion of its Solid Waste. The Town will need to dispose of approximately 10,000 tons of solid waste during the agreement years The Contractor will ensure the Town that solid waste will continue to be; 1 ) hauled from the Town of Southold's transfer Station to disposal site(s), and; 2) disposed at permitted disposal site(s). The following general services are sought in this request: 'HAUL Provide equipment, labor, maintenance, management and policies to operate a transportation system for hauling solid waste fi-om the Town of Southold transfer Station to Contractor designated disposal site(s) as set forth herein. Transportation equipment shall be in accordance with New York. State Department of Transportation, Interstate Commerce Commission, United States Depm'tment of Transportation, as defined in the Code of Federal Regulations, or other applicable state and federal regulatory requirements. · Disposal Reserve capacity and provide equipment, labor, maintenance, management and policies to receive and dispose of solid waste from the Town of Southold Transfer Station as set forth herein. The Contractor's New York State Solid Waste Disposal Site(s) must be in compliance with all State of New York Department Of Environmental Conservation's and U.S. Government's Regulatory requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA.), Environmental Protection Agency - Subtitle D, et al. Disposal Sites outside New- York State shall be permitted by applicable local, state and Federal laws including RCRA and Subtitle D and regulations deemed by the Town to be no less protective of the environment than those outlined in this specification. Disposal alternatives that will be considered include land disposal, incineration, composting, etc., as long as they comply with regulatory requirements and environmental standards. 24 2.0 PROGRAM GOALS AND OBJECTIVES The goal of this project is the continued safe and reliable hauling and disposal of the solid waste materials from the Town Of Southold Transfer Station at minimum cost to the citizenry. It is also the objective of the Town of Southold to ensure that the haul-disposal operations proceed according to the provisions of this document and subsequent agreements/amendments are upheld. 3.0 POTENTIAL REGULATORY AND OPERATIONAL CHANGES During the term of the Agreement, there may be a number of regulatory and operational changes which may affect the quantities and types of solid waste received at the Town of Southold Transfer Station and delivered to the Disposal Site; the manner in which solid waste is handled by the Town prior to the loading of waste for transfer; and the equipment maintained and used by Town forces in the handling of waste to be transferred. This Agreement will not provide any guarantees with respect to the volume of waste to be hauled and/or disposed of by Contractor or the specific operational techniques and/or equipment to be employed by the Town in the handling of waste at the Town transfer station. The Town reserves the right to designate another public body, private or public agency, group or authority to act in its behalf for administration of the Agreement at any time during the term of Agreement. 4.0 CHARACTER OF THE SOLID WASTE The wastes which are to be hauled and disposed of under terms of this bid solicitation are to include typical municipal wastes from a rural community. This will include all waste types generated in private households, and, therefore, can include broken furniture, small appliances, and other wastes generated in a private home or apartment as allowed under 6NYCRR Part 360- 1.2(a) regulations and the Garbage, Rubbish and Refuse Law, Chapter 48 of the Code of the Town of Southold. Commercial waste may also be included in the solid waste stream. It may include any waste which is typically disposed of in dumpster or roll-off type container boxes at restaurants, small businesses, light industries, hospitals, office buildings etc. It should not include any wastes covered by special waste permits Such as pathogenic or hazardous materials, but the Town cannot guarantee that the waste stream does not contain same. Special costs associated with handling noncompliance loads will be compensated under Forced Accounting (Appendix A-9). 25 4.1 5.0 5.1 Quality and Characteristics The Town Of Southold's historical solid waste quantities and characterization data are Available upon request. MSW Tonnage disposed in under contract in 2006 totaled approx. 9,000 tons. Bidders are cautioned that actual quantities may differ significantly from these data. Recycling programs may affect the quantity and characteristics of the waste received at the Town of Southold Transfer Station. If the Contractor discovers any non-compliance waste (hazardous, regulated medical or special wastes), the Contractor shall notify the Town and dispose of [he noncompliance waste in accordance with local, state and Federal regulations. Compensation for such waste disposal services shall be provided for under Forced Accounting (Appendix A-9). The Town makes no specific representations in the foregoing disclosure. PROGRAM ACTIVITIES Collection The Town of Southold Transfer Station is open 7 days a week, except holidays, from 7:00 A.M. to 5:00 P.M. The Contractor will be expected to collect and remove solid waste from the Transfer Station during the following hours: Monday through Friday 7:00 A.M. to 4:00 P.M. The Transfer Station is closed on the following holidays: New Year's Day Martin Luther King Day President's Day Easter Sunday Memorial Day Independence Day Labor Day Columbus Day Election Day Veteran's Day ¼ Thanksgiving Eve Thanksgiving Day ¼ Christmas Eve Christmas Day ½ New Years Eve The Contractor must make transfer containers available for loading seven days a week. if requested, between 7:00 A.M. and 4:00 P.M. Removal of waste on Sundays is not always required. The Contractor will be expected to provide enough containers to empty the Transfer Station tipping floor on a daily basis, delivery and staging of an adequate number of containers for this purpose will be coordinated with Transfer Station Staff as needed. 26 5.2 5.3 Loading Mode The Contractor shall fully prepare transfer containers for loading, including assuring that container covers or empty containers are left open. [SEE NOTE AT END OF SECTION 6.3.1 Solid Waste will be loaded by the Town at its Transfer Station using a front end wheel loader. After loading, Contractor will bring transfer containers to the Town's track scales for weighing to prevent overloading and to document haul and disposal tonnages. Contractor will then cover (tarp) his load prior to leaving the site. If required by any local, state or Federal regulations or law, the contractor shall provide sealed containers for loading. This service shall be at the Contractor's expense and included in the unit price bid. Town Of Southold Accident and Damage Policy The Contractor shall be required to prepare an Accident Report (See Appendix C) Of any accidents and/or damage that occur while performing services under the term of the Agreement. The Town of Southold shall immediately be notified of any major occurrences such as bodily injury of structural damage to the Town's Transfer Station. An Accident Report will be submitted to the Town within twenty-four (24) hours containing the date, time, location, and complete description of all incidents. The offending Parts or representative/e thereof shall also be recorded and required to sign the accident/damage report prior to departing the Town of Southold Transfer Station. All accident and/or damage reports will be included in reports to the Town 5.4 NYSDEC Part 360 Permit to Operate The Town Of Southold operates the Transfer Station under a New York State Department of Environmental Conservation (NYSDEC) Part 360 Permit to Operate. A copy of NYSDEC Permit is included as Appendix B. 6.0 HAUL SERVICES For Solid Waste Haul-Disposal Services-Agreement, the following services will include the tasks, responsibilities and performance required as outlined herein. 6.1 Transport Mode The Town will consider a transportation mode of truck or truck and rail under this solicitation. 27 6.2 6.3 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items without limitations, to maintain a reliable haul services operation in a manner that will meet the needs of the Town of Southold. · Management and operation of a fleet of truck and/or rail containers to accommodate the transport of solid waste from the Town transfer Station to Solid Waste Disposal Site(s) in accordance with all local, state, and Federal regulations. [SEE NOTE AT END OF SECTION 6.3.] · Financial liability and maintenance responsibility of transport equipment, i.e., dump trailers, transfer trailers bulk material containers, vehicles, personnel and services for open-top loading solid waste hauling activities. · Coordination of haul services with disposal services. Equipment The Contractor shall provide reliable refuse handling and other essential ancillary equipment, along with personnel to operate and maintain a reliable haul services system in a manner that will satisfy the needs of the Town of Southold. The minimum level of haul services equipment acceptable to the Town to support the haul operation includes open-top trailers and bulk material containers. The Contractor will supply additional open-top trailers and containers, etc. UNDER THIS SOLICITATION, THE TOWN WILL REQUIRE THE CONTRACTOR TO STAGE AN ADEQUATE NUMBER OF TRANSFER TRAILERS TO ACCOMMODATE THE ANTICIPATED WASTE STREAM COMFORTABLY· While the Town will not dictate the exact number of trailers to be placed, typically, this means the Contractor will need to plan on having three (3) or four (4) trailers at the Transfer Station at any given time. The contractor must assure the Town that an adequate reserve supply of equipment exists to haul and dispose of the daily and seasonal solid waste including unpredictable surges or delays due to inclement weather and that transport equipment storage requirements will meet the Town of Southold Transfer Station requirements. Each bidder is therefore responsible for familiarizing itself with the Town of Southold Transfer Station site. solid waste, etc., to assure equipment compatibility. Transport equipment used at the Southold Town Transfer Station may be open-top bulk material containers, dump trailers, roll-off containers or open-top transfer trailers, provided that all such equipment is suitable for convenient loading given existing configurations of the Town of Southold Transfer Station· All Transport equipment, including equipment involved in any interim transfer operation (i.e., any transfer of Southold Town MSW into other vehicles/containers prior to disposal) shall be: 1) Registered with the State of New York Department of Motor Vehicles or equivalent agency; 2) designed to preclude spillage of waste; 3) loaded 28 6.4 6.5 7.0 within their design capacity and New York State Department of Transportation regulations; 4) well maintained in good working order. Corroded defective, bent, deformed or punctured trailers, roll-off boxes, or other containers of waste materials shall not be utilized at any time. Suitable covers shall be provided and used while transporting solid waste in open-top transport equipment. The bidder shall clearly indicate [he quantity and type of transport equipment/vehicles it plans to use, their availability date, state of repair, and that such units are compatible with the Town of Southold Transfer Station scales and New York State DOT regulations, United States Depas tment of Transportation, as defined in the Code of Federal Regulations or equivalent. The Contractor will promptly remove from use any transport equipment/vehicle that does not conform with these requirements and replace it with an acceptable unit. The Contractor shall maintain its own off-site maintenance shop facilities for servicing the transport equipment and vehicle fleet, unless it elects to subcontract for these services. No major maintenance may be done at the Town of Southold Transfer Station site. NOTE: In the course of this Agreement, the Town may, at its discretion, provide 1 or more transfer trailers for use by the Contractor. The Town warrants that any such equipment provided would be compatible with hauling vehicles (tractors) generally standard in the waste hauling industry. In the event that the Town wishes to provide such equipment for use by the Contractor, the Contractor together with the Town shall develop an addendum to this agreement governing such use. Weighings The Town of Southold will provide certified weighing at the Town of Southold Transfer Station. The Contractor will accept these weights for invoicing purposes. All weights will be generated on current certified weigh scales. Routing Mode - Contractor's Responsibility Contractor will have the fight to select the route(s) for travel from the Town of Southold transfer Station to the Disposal Site(s). Contractor warrants and guarantees that, in selecting and utilizing such route(s), Contractor will insure that it is not violating any applicable motor vehicle height (overpass clearance), motor vehicle weight restrictions, local ordinances or Interstate Commerce Commission regulations. Contractor will indemnify and hold the Town harmless from any claims, fines and other damages assessed upon or incurred by the Town as a result of any violations of applicable restrictions or regulations relating to the routes traveled by the Contractor. DISPOSAL SERVICES PROGRAM ACTIVITIES For Solid Waste Haul-Disposal Service Agreement, the following disposal services will 29 include the tasks, responsibilities and performance requirements as outlined herein· 7.1 7.2 Work Included The Contractor shall provide the following major essential services or equipment and any other non-specified items, without limitations, to maintain a reliable disposal services operation in a manner that will meet the needs of the Town Of Southold. · Liability insurance, performance and payment bonds· · Safety equipment· Operational Capacity The bidder shall identify in its proposal, the following information: · Disposal Site capacity. · Flexibility of Disposal Site capacity to allow for seasonal variances in waste generation and sufficient to permit service in the tonnages bid. · Hours and days of the week that the designated Disposal Site will be open for receiving solid waste from the Town of Southold, including weekends, holidays and special closure periods. 7.3 Permit Requirements Throughout the term of Agreement that may result from this Bid solicitation, the Contractor must maintain all current and valid local, state and Federal permits, licenses, or other authorizations, (either temporary and permanent) which are required by law to receive solid waste at any and all Disposal sites designated by the bidder. Because of the varying terms of Solid Waste Disposal Site permits, it is possible that a permit will expire during the term of Agreement. The responsibility of obtaining and/or renewing a permit to operate is solely upon the Contractor. In the event a Contractor fails to maintain or obtain any necessary current and valid local state and Federal Permits., licenses, or other authorizations, allowing the lawful use of its designated Disposal Site then the Contractor will be solely responsible for obtaining the utilization of an alternate Solid Waste Disposal Site at no additional cost to the Town including any additional hauling cost because of the location of the alternate Disposal site· Under no circumstances shall such a change in Disposal Site or failure or inability to obtain permits by the Contractor be considered a change in conditions, in the event the Contractor is unable to find an alternate Disposal Site, it shall be deemed to be in default of the Agreement and liable for damages, bonds forfeitures and other expenses as 30 provided in the Agreement. In the event the individual and/or entity submitting a bid in response to this bid solicitation is not the individual and/or entity named as the permit holder on any necessary current and valid local, state or federal permits, licenses or other authorizations, required by law to receive solid waste at any disposal site designated by the bidder or any alternate disposal site, the bidder is required to provide satisfactory evidence to the Town of Southold of a binding contractual relationship between the bidder and the permit holder which provides the bidder with the irrevocable right to utilize the solid waste disposal site during the term of Agreement, or portion thereof, in a manner which is in complete compliance with this bid solicitation and the bidder's bid submission. The agreement between the bidder and the permit holder shall include provisions that: Provide Town with the right to discuss operational matters with the permit holder whenever necessary. ° Require the permit holder to comply with directives of the Town which are consistent with and pursuant to the Agreement which shall result from this bid solicitation. 7.3.1 Disposal Sites Inside State of New York The Contractor's Solid Waste Disposal Sites, if located within the State of New York, must be in compliance with all State of New York Department of Environmental Conservation's and U.S. Environmental Protection Agency regulators requirements, e.g., 6NYCRR Part 360, Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Site must have valid construction and operating permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. Disposal alternatives that will be considered include land disposal, waste to energy (incineration), composting, etc., as long as they comply with all the above governing regulators requirements and environmental standards. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. No Disposal Site shall be acceptable unless it poses no significant threat to the environment and its design, construction and operation complies with all applicable laws. 7.3.2 Disposal Sites Outside State of New York The Contractor's Solid Waste Disposal Sites, if located outside the State of New York 31 must be in compliance with all the applicable local, state and Federal laws and regulations and U.S. Environmental Protection Agency regulatory requirements, e.g. Resource Conservation Recovery Act (RCRA), Environmental Protection Agency - Subtitle D, et al. The Solid Waste Disposal Sites must have valid construction and operation permits in accordance with all applicable laws in the jurisdiction in which it is located. It shall be permitted to accept Town of Southold solid waste without violating applicable law. It shall meet the design, construction and operating requirements of all applicable laws in the jurisdiction where the disposal site is operating. If the Solid Waste Disposal Site is a landfill, it must comply with the following minimum standards: · Liner System· All proposed landfills under the Agreement shall be provided with at least a single liner system to restrict the migration of leachate and prevent pollution of underling soil or groundwater. Liner systems shall consist of low permeability soil admixtures, clays or synthetic materials. Liners are at a minimum to consist of materials having a demonstrated hydraulic conductivity and chemical and physical resistance not adversely affected by waste emplacement or sanitary landfill leachate, including synthetic geo-membranes and soils such as clay or other semi-impervious admixture. Liner systems may consist of an impervious liner composed of at least two feet of clay with demonstrated hydraulic conductivity of lx 10-> cnv'sec or a synthetic single lining system of a thickness of at least 60 mils. Thicknesses down to 40 mils may be acceptable for composite liners which include impervious clay. Foundation: The proposed landfill shall be designed and constructed on an appropriate foundation which provides firm, relatively unyielding planar surfaces to support the liner system and which is capable of providing support to the liner and resistance to the pressure gradient above and below the liner resulting from settlement, compression or uplift. Leachate Collection: The proposed landfill shall be equipped by a leachate drainage and removal system. The leachate drainage system-shall consist of collection pipes and a drainage layer. The system shall be designed to ensure that the leachate head on the liner does not exceed one foot at any time. A leachate removal system shall be provided to remove leachate within the drainage system to a central collection point for treatment and disposal. Leachate Treatment and Disposal: Leachate shall be treated and disposed of in accordance with all applicable taws, including applicable pretreatment standards and discharge limitations. Gas Collection and Venting: The proposed landfill shall be equipped with a suitable gas collection and/or venting system which complies with all air pollution requirements and other applicable laws. 32 7.4 8.0 Surface Drainage Systems: The proposed landfill shall be designed with an appropriate surface drainage system which isolates the landfill from adjacent surface water drainage in a controlled manner, as well as controlling mn-off from the landfill itself. Monitoring System: The proposed landfill shall be equipped with appropriate systems to monitor groundwater quality, gas production, leachate volume, quantity, slope and settlement status. The number and location of ground water monitoring wells shall be sufficient to define and detect any potential migration of contaminants. However, no fewer than one up-gradient monitoring well and two down-gradient monitoring wells shall be provided in any event. A regular sampling and analysis program shall be in place to verify that no groundwater contamination results from the landfill. Closure: The proposed landfill shall have in place a written closure plan which conforms to applicable taws and standard industry practice. The closure plan shall, be designed to insure that contamination does not spread from the landfill during) the post closure period. Bidder must clearly specify their intended disposal altematives and support same with copies of appropriate experience, site location, permits, agreements et al., as outlined in this bid solicitation. The use of Solid Waste Disposal Sites shall be subject to the approval of the Town of Southold based upon review of information submitted with the bid describing in detail the nature of the disposal process and other information reasonably requested by the Town. The Contractor shall fie solely and completely Responsible for any and all liability relative to contractor's failure to dispose of solid waste at an approved site. Weighings The Town will compensate the Contractor for waste material hauled and disposed of on a net tonnage basis (short tons = 2000 pounds). The certified weighings will be made at the Southold Town Transfer Station. The Disposal Site will accept these weights for invoicing purposes. Alt weights will be generated on current certified weigh scales. In the event of any dispute over differences in net weights between the Town and Disposal Sites scales and weight records, the Town may make payment upon the weight it deems to be most correct, until the dispute is reconciled. Any claims for differences must he filed in writing within sixty (60) days of occurrence or the Towffs calculation shall be deemed final and binding between the parties. SAFETY AND HEALTH REGULATIONS The Contractor shall comply with all current Federal Department of Labor, Safety and Health Regulations under the Occupational Safety and Health Act, 1972 (PL 91-596) and Section 107, Agreement Work Hours and Safety Standards Act (PL 91-54). Specific consideration shall be given, but not limited to the following major areas: 33 Maintenance safety procedures - guards and Shields on dynamic equipment, guards, railings, electrical lockouts, vehicle wheelblocks, audio vehicle backup alarms, vehicle wheel chocks, etc. Employee safety orientation, education, teaching, first-aid training, cardiopulmonary resuscitation, etc. Noise and dust control, ear protection, respirators, hard-hats, safety shields, glasses, protective clothing, sanitary facilities, etc., Fire and explosion preventions, control, equipment (fire blankets, extinguishers, first aid hoses, etc.) and personnel escape alternatives. e. Traffic flow control patterns. Accident or injury reporting system (the Town shall received copies of al reports and immediate verbal notification). g. Employee health safeguards. h. Mechanic's lien safeguard against work interference. The Contractor shall comply with all local, state and Federal regulations, laws and Statutes, which apply to the work and to safety in particular. The Contractor shall comply with New York State Department of Labor current requirements. The Contractor shall be solely and completely responsible for operational safety during performance of the Agreement. The obligation exists twenty-four (24) hours a day, each and every day throughout the term of the Agreement. The Town of Southold shall not have any responsibility for means, methods, sequences of techniques selected by the Contractor for safety precautions and programs, or for any failure to comply with laws, roles, regulations, ordinances, codes or orders applicable to the Contractor furnishing and performing the services under the terms of the Agreement. 9.0 OPERATIONS AND PROCEDURES The Contractor will be required, prior to commencement of operations, to provide the following operational plans to the Town for review and acceptance. Revisions, modification's, and updates shall be forwarded to the Town throughout the term of the Agreement. Organization personnel and structure, showing the chain of command, names and telephone numbers and staffing requirements. 34 9.1 · Operational plan - shifts, hours, etc. · Safety, disaster, and emergency procedures. · Transportation plan, including available transport equipment, vehicle fleet and reserve capabilities. Inclement Weather Plan - This shall describe the bidder's plan should inclement weather alter normal daily operations as described in the bidder's operations plan. The inclement weather plan shall include hauling operations and disposal operations. The bidder's means of assessing inclement weather conditions (weather and road conditions), method of reporting to the Town and the alternatives shall be described. Supporting Data In the event the Town requires any information in support of Town held licenses and permits at the Town, County, State and Federal level, the Contractor will be required to furnish all licenses, permits and inspection reports regarding equipment and disposal sites which may be required by Town, County, State or Federal law. In the event the Contractor requires any information in support of Contractor held licenses and permits at the Town, County, State and Federal level, the Town will cooperate in furnishing such information as it applies to the Southold Town operations· Operating (hauling and disposal) records shall be considered essential to the operation. The Contractor shall keep these data in an organized fashion that allows for easy retrieval and analysis. The Town, or its designee, may upon 24 hours notice inspect the contractor's records. Such records shall he kept, available by Contractor for a period of two (2) years after termination of this Agreement. In the event the Town requires additional .information for reporting purposes, the Contractor will supply same. The Town, or its designee, may call upon the Contractor at anytime for an oral review of any technical matter. The Contractor shall file and update the following information as specified herein. Items Haul Equipment (Schedule H) Haul Accident Report (Appendix C) Disposal Accident Reports Licenses, Permits and Inspection Reports Part 360 Permit All Bid Information Schedules Due as changes occur on occurrence on occurrence on occurrence as changes occur as changes occur 35 SECTION C CONTRACTOR BID FORM 36 SECTION C TOWN OF SOUTHOLD SOLID WASTE HAUL-DISPOSAL SERVICES CONTRACTOR BID FORM 1.0 INTENT The undersigned hereby recognizes that these documents are complementary and are intended to provide for uniformity in bid evaluations. The formal Agreements resulting from this Bid Solicitation shall be in a form provided by the Town. These documents are intended to depict complete Solid Waste Haul-Disposal Services Agreement and therefore any discrepancies contained in the documents, of the omission from the documents of express reference to any work which obviously was intended under the Agreement, shall not excuse or relieve the Bidder from furnishing the same. No oral statement shall in any manner or degree modify of otherwise affect the terms of the Agreement. Work or materials described in words which have a well known technical or trade meaning, shall be interpreted by such meaning. 2.0 GENERAL BID. STATEMENT TO: TOWN OF SOUTHOLD STATE OF NEW YORK 53095 MAIN ROAD SOUTHOLD, NEW YORK 11971 Gentlemen: The undersigned Bidder has carefully examined the forms and content of the Bid Solicitation, including notice to bidders, bid bond, sample operating agreement, performance bond, certificates of insurance, general conditions, bid specifications, and addenda, has familiarized itself with the sites of work, and hereby proposes to furnish all necessary services, permits, labor, materials, equipment, vehicles, and tools required to perform and complete the work in strict accordance with all of the bid documents written by or on behalf of the Town of Southold for this project. 37 The undersigned Bidder agrees to abide by all conditions stated, intended, or implied both particularly and generally by the terms of this Bid Solicitation, the Agreement to be provided by the Town, and the unit price Bid herein stated. 1. The Undersigned Bidder also agrees as follows: FIRST: If this bid is accepted, to execute the Agreement and furnish to the Town a satisfactory performance bond, and insurance all within ten (10) calendar days. SECOND: To begin Solid Waste Haul-Disposal services operations on the commencement date of any Agreement awarded hereunder, having completed all necessary prior preparations of operational planning, personnel hiring, equipment procurement, subcontractor contractual agreements, and ancillary facilities, etc.; to assure a smooth and orderly acceptance of these duties. THIRD: To pay the Town any and all damages it may incur as a result of the Contractor's failure to 'perform all acts necessary to the execution of the Agreement as provided in the Bid Solicitation. It is recognized and agreed that the Town has the unconditional right to utilize the funds provided by the bid bond posted by the Bidder as a means of obtaining indemnification or, payment of such damages. FOURTH: as follows: During the performance of this Agreement, the Contractor hereby agrees The Contractor shall not discriminate against any employee or applicant for employment because of age, race, creed, color, sex, marital status, national origin, physical disability, and shall take affirmative action to ensure that they are afforded equal employment opportunities without discrimination because of age, race, creed, color, sex, marital status, national origin or physical disability. Such action shall be taken with reference, but not be limited to: recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff, or termination, rates of pay, or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training. The Contractor shall comply with the provisions of Sections 290 through 301 of the Executive Law, Shall furnish all information and reports deemed necessary by the State Commission for Human Rights under these nondiscrimination clauses and such sections of the Executive Law, and shall permit access to his books, records, and accounts by the State Commission for Human Rights, the Attorney General. and the Industrial Commissioner for purposes of investigation to ascertain compliance with these nondiscrimination clauses and such sections of the Executive Law and Civil Rights Law. This Agreement may be forthwith cancelled, terminated, or suspended, in whole or in part, by the Town upon the basis of a finding made by the State Commission 38 for Human Rights that the Contractor has not complied with these nondiscrimination clauses, and the Contractor may be declared ineligible for future Agreements made by or on behalf of the state or public authority or agency of the state, until he satisfies to the State Commission for Human Rights that he has established and is carrying out a program in conformity with the provisions of these nondiscrimination clauses. Such findings shall be made by the State Commission for Human Rights at~er conciliation efforts by the Commission have failed to achieve compliance with these nondiscrimination clauses and after verified complaint has been filed with the Commission, notice thereof has been given to the Contractor, and an opportunity has been afforded to him to be heard publicly before three members of the Commission. Such sanctions may be imposed and remedies invoked independently or in addition to sanctions and remedies otherwise provided by law. do No laborer, workman or mechanic in the employ of the Contractor or subcontractor shall be permitted or required to work more than eight hours in any one calendar day, or more than five days in any one week except as otherwise provided in Labor Code Section 220. eo The Contractor shall include the provisions of clanses (a) through (e) in every subcontract or purchase order in such a manner that such provisions will be binding upon each subcontractor or vendor as to operations to be performed within the State of New York. The Contractor will take such action in enforcing such provisions of such subcontract or purchase order as the Town may direct, including sanctions and remedies. FIFTH: By submission of this bid, the Bidder and each person signing on behalf of any Bidder certifies, and in case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury that to the best of his knowledge and belief: The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor. Co No attempt has been made nor will be made by the Bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition. The undersigned also declares that it has or they have carefully examined the Bid Solicitation requirements and sample operating agreement and that it has or they have personally inspected the actual location of work, together with the local sources of 39 supply, has or have satisfied itself or themselves as to all the quantities and conditions, and waives all rights to claim any misunderstanding, omissions or errors regarding the same which such inspection and observation would have disclosed. The undersigned further understands and agrees that it is or they are to furnish and provide in return for the respective Evaluation Unit Bid Price, all the necessary materials, machinery, vehicles, implements, tools, labor services, and other items of whatever nature, and to do and perform all work necessary under the aforesaid conditions, to complete operations of the aforementioned Solid' Waste Haul-Disposal Services operations in accordance with the Bid Solicitation requirements, which requirements are a part of this response, and that it or they will accept in full compensation therefore, the compensation provided for in Section C-3. The undersigned submits herewith a bid guaranty within the form provided by the applicable bid documents in the amount of $100,000.00 for any option or combination thereof. In the event this proposal is accepted, and the undersigned fails, within ten (10) calendar days after date of receipt of Notice Of Award from the Town to execute and deliver an Agreement in the form provided by the Town or fails to execute and deliver evidence of proper insurance coverage and performance bond in the amounts required and in the prescribed form within ten (10) days after Notice of Award, the bid guaranty Shall be forfeited and be retained by the Town toward the satisfaction of liquidated damages and not as a penalty. Otherwise, the total amount of bid guaranty liquidated will be returned to the Bidder. The undersigned acknowledges the receipt of the following addenda, but it agrees that it is bound by all addenda whether or not listed herein and whether or not actually received, it being the Bidder's responsibility to receive and have knowledge of all addenda. ADDENDUM NUMBER AND DATES Number 1 - Dated: Number 2 - Dated: Number3 -Dated: Number 4 - Dated: Number 5 - Dated: The Bidder has completed the Contract Bid Form and Unit Price Schedules in both words and numerals in accordance with these bid requirements. 40 3.0 UNIT PRICE BID SCHEDULE SOLID WASTE HAUL-DISPOSAL SERVICES SOUTHOLD TOWN, NEW YORK 3.1 COMPENSATION The undersigned hereby submits the following price bid to furnish Solid Waste Haul- Disposal Services, to Southold Town, New York for the terms ,_Jo t_,/ onol ! through ..Ju~e.. ~c>l/,, HAUL-DISPOSAL SERVICES The Haul-Disposal Service applicable unit price per ton for agreement year ONE ~' 7'~ cents ($ 7zt(. ~ ). (C1) The Haul-Disposal Service applicable unit price per ton for agreement year TWO ~"P"7'~ cents ($ 7~, ~ ). (C2) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year ONE is ~,r I/E,~/~'y ,.5'/~ dollars and ,.~b't/~,~7'y ~r~tx~C. cents ($ 7/s,, 7.~_~ ). (C3) dollars and dollars and The Haul-Disposal Service applicable unit price per ton for agreement OPTION year TWO is ,~ v'~/7"/ ,.~. v'~.~/ dollars and ~r'~ ~t 7'V A//~v'~' cents ($ 77. ~ ). (C4) The Haul-Disposal Service applicable unit price per ton for agreement OPTION year THREE is ~l/~vT~ ~-/G,,~ dollars and ~/'P/ 5,',x' cents ($ 7~. ~ ). (C5) 41 3.2 EVALUATION UNIT BID PRICE FORMULA Evaluation Unit Bid Price = (C1)10,000+(C2)10,000+.5(C3)10,000+.5(C4)10,000+.5(C5)10,000 35,000 tons EvaluationUnitBidPfice=$ 7 5. ~?.~/Z'o~ (.~ va~vrY r~tv~' ~)ota. nt* ' A/tn~.4y 7ff, tt.e~ O_.Gn'~ ) The evaluation unit bid price formula is designed to evaluate the option years (i.e., years three through 5) at 1/2 the evaluate of each of the first two (2) years. Address Firm-Corporation Authorized R'-epresentative Date 4.0 BID SECURITY ACKNOWLEDGEMENT I have attached the required bid security to this bid. 5.0 INFORMATION SCHEDULES I agree to furnish and include the following information schedules in addition to the information submitted with this proposal, as a part of this bid: Certification that the Bidder does not currently owe taxes, or other outstanding funds, or have pending or is currently involved in any litigation-involving the Town of Southold, State of New York (Schedule A, attached hereto). Location and address of the Bidder's main office and the main office of parent companies (if applicable) and Certified Statements of Ownership (Schedule B, attached hereto). Identification of Surety Company and its Agent. and written certification from the Surety verifying the bond specified herein will be provided (Schedule C, attached hereto). Identification of al! currently registered parent bidding subsidiary corporate officers, and their addresses, and identification and certification of offices authorized to execute an Agreement on behalf of the firm (Schedule D, attached hereto). 42 Dated: H. I. J. Detailed financial statement for the Bidder, and if applicable, for parent companies (Schedule E, attached hereto). Statement of Bidder's Qualifications and related experiences (Schedule F, attached hereto). Major Subcontractors - (Schedule G, attached hereto). Equipment- (Schedule H, attached hereto). Maximum Specified Capacity- (Schedule I, attached hereto). Information on Bidder's Solid Waste Disposal Site(s) (Schedule J attached hereto). Form of Bid Bond (Schedule K, attached hereto). Performance Bond (Schedule L, attached hereto), t ~ ~/~1[1~o, ~- pgov~og. Operation Plan (Schedule M, attached hereto). Name of Bidder: Address By: ~~ Si~a~re Co.orate Seal (If a Co¢oration) Inco~orated ~der the laws of the State of Nines ~d addresses of officers of the co~oration: (President) N~e Address (Seeret~) N~e Title Address 43 (Treasurer) Name Address (If an individual or partnership) Names and addresses of all principals or partners b,,z //,~..s, x,'7 44 iNFORMATION SCHEDULE A Town of Southold Bid Project Solid Waste Haul-Disposal Services This Bidder ~/~//7~/ '~t~SPO~T~T)F}C ~0. (Bidder's legal name) herein certifies that as a Bidder, it does not currently owe delinquent taxes or other outstanding Funds, of having pending or currently involved in any litigation involving the Town of Southold, State of New York. (Authorized Signature) NOTE: (2) If blank not applicable, fill in with N/A If bidder owes the Town taxes or is involved in any litigation, a statement of explanation will be attached hereto. Tax/Litigation Cortification BID (PROPOSAL) FORM Schedule 5.0.A Page 1 of 1 45 INFORMATION SCHEDULE B Town of Southold Bid Project Solid Waste Haul-Disposal Services The following is information on the undersigned Bidder's office locations: Bidder's Main Office Managers Name (Contact) Bidder's Parent Corporation Main Office Manager's Name (Contact) Firm's Legal Name Parent Firm's Legal Name Street Address (Box Numbers) Street Address (Box Numbers) City State Zip City State Zip Telephone Number The Bidder herein certifies that the Iq ] ~ Telephone Number Finn is partially/wholly owned subsidiary of This is owned Parent Firm Parent Firm By or is a public~ ;toc~corporation. Bidder Office Locations/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 1 of 2 46 INFORMATION SCHEDULE B - (Continued) Name of Bidder: "I'R~ l-r'/ -r~o~o,c-m'~0vt.. o__.~,, By: kJt/Q~ ~ Date: Note: (1) Any attachments or modifications to this form shall be labeled Schedule 5.0.B, and properly integrated into the Bid Form, (2) If blank not applicable, fill in with N/A. Bidder Office Location/Ownership Certification BID (PROPOSAL) FORM Schedule 5.0.B Page 2 of 2 47 ll~ORMATION SCHEDULE C Town of Southold Bid Project Solid Waste Haul-Disposal ~rvices This is idcntiticatinn that Be~k!ey Regional Insurance Company wi~betheSu~tTCompany~br .T_rjnity_'rri~nspo~at!on Cor .~__ .... the Bidder, on this project ,,~d that the named Sure~ Company herein provides writtm cerfifioation that the ~,r~ed Sur~ff C. omp~y will provide th~ Perf0~.-~',~e Bond, specffg~d in the Contrac~ Docum~s, ~ the c'v~t t~ Bidder c~tors i~to sn s~neat ~ t. bo Tow~ Thc Surety Company here~n cert~i~s that suc~ Compsny i~ lice,ts,~ to do ~ i~ ~e State of New York. (S~L) Berkley Regional Insurance Company Surly Comp~uy ~ Jeffr~ W. Rad~vich Attorney in-fact Surety B~D (P~O~O$~,~) ~OR~ 48 INFORMATION SCHEDULE D Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that the below named individuals are the current registered corporate officers, along current permanent addresses, and designates their authority to execute an Agreement on behalf of the firm Officer's Name I~ ] Iq Subsidiary Corporate Title Address City State, Zip_ Officer's Name Parent Corporate Title Address City State, Zip Officer's Name N ] lq Subsidiary Corporate Title Address City State, Zip Officer's Name Subsidiary Corporate Title Address City State, Zip. Officer's Name Parent Corporate Title Address ~ .~b...-I- ~oc.~ P..~. City State, Zip Officer's Name Parent Corporate Title Address ~o ~l-t*.~ City State, Zip Current Corporate Officers BID (PROPOSAL) FORM Schedule 5.0.D Page I of 2 49 INFORMATION SCHEDULE D - (Continued) Officer's Name lq ]lq Subsidiary Corporate Title Address City State, Zip. Corporate ~eal Officer's Name Iq ] lq Parent Corporate Title Address City State, Zip Name.-ofBidder: "'~l~,'r"/Wr~q~0510. o~4oz~r~ Omno. Date: NOTE: If blank not applicable, fill in with N/A Current Corporate Officer BID (PROPOSAL) FORM Schedule 5.0.D Page 2 of 2 50 INFORMATION SCHEDULE E Town of Southold Bid Project Solid Waste Haul-Disposal Services STATEMENT OF BIDDER'S FINANCIAL CONDITION This Bidder agrees to provide for any subsidiary and parent firm, and hereto attaches a current or the most recent audited financial Statement(s) including as a minimum the firms opinions, notes, revenue/expense statements, conditions of cash, etc. The attached statement provided includes: Accounting Firm Name Address Financial Period Statement Date ~[fl¥ q, The bidder certifies that he currently has an available line of credit in the amount of $ Iq ~fl . A supporting documentary evidence attached to this form is supplied by: Address Date The undersigned Bidder certifies to the validity of statement and agrees to furnish any other information upon request that may be required by the Town of Southold, New York. Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 1 of 2 51 INFORMATION SCHEDULE E - (continued) The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by Town of Southold, New York in verification of the firms financial condition. Datedat ~L~L~Otm, ~t~' This /,~' dayof ~y ,20// State of New York, County of being duly swom deposes and saws thatshe is ,~)l~.w~. -T~d. Title Name of Organization and that the answers to the foregoing questions and all statement therein contained are true and correct. Sworn to me this /,~ day of ,~,~7' ,20 // My Commission expires: JEANIE BORGESANO NOTARY PUBLIC. State of New Yodl, No. 4918146 t Qualified in Sutfolk CounW ~ l t3/ ~ mir,,sion Expires FebruaW 1.20.L. NOTE: (l) (2) (Bidder may submit additional information desired as Schedule E attachments.) If blank not applicable, fill in with N/A Bidder's Financial Condition BID (PROPOSAL) FORM Schedule 5.0.E Page 2 of 2 52 INFORMATION SCHEDULE F Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder herein certifies that it is qualified to perform the work covered by this proposal, and that it is not acting as a broker on the behalf of others. To substantiate these qualifications, the Bidder offers the following related information and references in order that the Town may evaluate the Bidder's qualifications and experience. Bidder's Legal Name: 4. 5. 6. 7. 8. 9. Business Address: State incorporated: Street City State Zip t6fg'~ ~. Year incorp.: I q q5 New York State; Business License No.: I1' DI&OII~' No. Years in contracting business under above name: Has firm ever defaulted on a contract? Yes years. Gross Value - work under current contract: Number of Current Contracts: Brief description general work performed by firm: J 10. Has Firm ever failed to complete work awarded? Yes If yes, attach supporting statement as to circumstances. Qualifications Summary BID (PROPOSAL) FORM J Schedule 5.0.F Page 1 of 3 53 11. 11.1 INFORMATION SCHEDULE F - (continued'} Related Experience Reference (within previous 5 years) Project Title: To~o~0 o~? ~OoTHObD ~fl~tl.. ~ D}59. O4~ M,51~ '~ ~4D Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: ,th~t6~ Initial Bid Value: $ Final Complete Project Value: Brief Project Description: 11.2 Project Title: Owner's Name: Address: Engineer: Address: Project Initial Start Date: Project Acceptance Date: Initial Bid Value: $ ~ 1~ Final Complete Project Value: Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 2 of 3 54 11.3 Project Title: Owner's Name: Address: ~{ ~1~3 ~',. Engineer: 1,3 } I~ Address: Project Initial Start Date: ,.~t~ Project Acceptance Date: bOOC~t~.~l Initial Bid Value: $ ~ GOo, ooo. Final Complete Project Value: Brief Project Description: I41q ~ L. 12. Principal Firm Members' Background/Experience (3 members minimum). Attach current resumes as Schedule 5.0.F supplement or give concise description by individual. Nam%qf Bidde[4 By: t)/~/~/~ Date: [ (Autho"fl~ Signature) NOTE: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.F, and shall be properly integrated into this Bid Form. If blank not applicable, fill in with N/A. Qualifications Summary BID (PROPOSAL) FORM Schedule 5.0.F Page 3 of 3 55 INFORMATION SCHDULE G Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it proposes, if awarded an Agreement to use the following haul sub-contractors on this project. Sub-Contractor/ Contract Trade/ Individual Address Phone # Specialties 3. 4. ~4!¢1 5. ~ltt 6. W!gl 7. 14Iff 8. lO. Name,° f Bid~r~~ t3r~ ~/T~ ~P°'~'rtaT~tnc ~'~° ' By: [/L-~--/~ Date: (Authorized Signature) NOTE: If blank not applicable, fill in with N/A Subcontractors BID (PROPOSAL) FORM Schedule 5.0.G 56 IFORMATION SCHEDULE H Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder states that it owns the following pieces of equipment that are available for use on the project, if awarded the agreement. Equipment Item Proposed Project Use Current Equipment Location Name of Bidder: By: ~/~ ~,~--- Date: NOTE: Any supplemental attachments or modifications to this form shall be labeled Schedule 5.0.H and shall be properly integrated into the Bid Form. If blank not applicable, fill in with N/A Construction Equipment BID (PROPOSAL) FORM Schedule 5.0.H 57 TRINITY TRANSPORTATION CORP. EQUIPMENT LIST TRINITY TRANSPORTATION VEHIC!~E SCHEDUI.E YEAR MAKE MODEL GVW CLASS. GARAGE LOC, 1996 Summit Semi 16,500 67453 lslandia 1995 Spectec Semi 25,850 67453 islandia 1994 Ford Pick-Up 6,100 01499 Islandia 1994 East Serm 15,000 67453 Islandia 1989 Ford Pick-Up 5,450 01499 Islandia 1994 East Sema 15,000 67453 Islandia 1984 Utility Scrm 17,000 67453 lslandia 2003 Dodge Su.rbuxban 5,211 01499 Islandia 1989 Roger Trailer 19,140 67453 lslandia 1995 East Semi 15,600 67453 Island,s 1988 Hill Trailer 19,000 67453 lslandia 1993 S urrarat Trader 16,000 67453 Isla~lla 1993 East Trailer 120,000 67453 lslancha 1993 East Trailer 120,000 67453 Islandia 1993 East Trailer 120,000 67453 Islaadia 1988 Mack Tractor $0,000 50453 Islandia 1987 Autocar Tractor Tremont 2001 Benson 17,600 67453 [sla.ndia 1997 Ford F25 5,066 01499 Islandia VEHICLE I.D. I S8AD3434T0009072 1S9DS323XSSI $8271 1FTEF 14N2RNB40325 1E I U IX289R.R. K15480 2FTDF 15Y I KCB24892 1E 1U I X282RRK 15479 1 UYVS2488EC990303 IDTHU 18Z033524303 1R.BH40204KAR21293 lEIUIX2815RG17647 1HgDG1338J1022017 158AD2837P0008203 I El U 1X289PRAI4239 1 E I U J X285PRA 14254 1EIUIX281PRA14249 1 M2N 187Y7JW025047 1 WAUDCVGCHU304346 5DMDSAFC4 IM000169 1 FTHX26HOVEC62053 TRINITY TRANSPORTATION VEHICI .~. SCHEDU! .E YEAR MAKE MODEL GVW CLASS. GARAGE L. OC, VEHICLE I,D. 1979 Mack Tractor $0,000 50453 [$tandia 1994 Mack CL 102,000 50453 lslmdia 1994 Mack CL 102,1330 50453 lslarsflia 1994 Mack CL 102,000 50453 Islandia 1994 Mack CL 120,000 50453 lslandia }993 Mack CL $0,000 50453 [slaxadia 1993 Mack CL gO,000 50453 Islandia 1994 Maok CL 120,000 50453 Isl~ndia 1994 Mack CL 102,000 50453 Islandia 1994 Mack CL .102,000 50453 lslandia 1993 Surarmt Serm 15,550 67453 Island~a 1993 Sum-mat Scrm 15,550 67453 lshat~dia 1993 East Senl~ 16,000 67453 Islandia 1994 Mack Dump 120,000 50453 Islandia 1994 Mack Dump 107,000 50453 Islandia 1995 t~asl Semi 15,600 67453 Islancha 1995 East Serm 15,600 67453 [slaxtdia 1995 East Setm 15,600 6~453 lslikndia 1995 East $crr~ 15,600 67453 151a.ndia 1995 East Serm 15,600 674.53 lslandia 1995 E~st Serm 15,600 67453 Islandia 1957 AutOcar Dttmp 66,420 40453 IsJandia R6865T3077g M2AD37yXRw001877 M2AD37Y 1 KW001878 M2AD37Y3RW0018'/9 M 23.I)37 Y4RW001874 l M2AD27YSPW001048 M2AD27Y6PW001060 lM2AD37YSRWOOt876 M2AD37Y3RW001509 1M2AD37Y~RW001398 SSAL4527PO008096 SSAL4525PO005050 IE1UIX282PKA[4230 M2P267Y2RM020646 M2P267Y IRM020850 1UIX289SRG 17623 1UAX287SRG! 7636 1EIUIX2895RGI7637 IE1UIX259SRGI7640 1E1U IX280SRGI7641 1EIU1X2825RG17642 WAUDCVGXlqU304346 TRINITY TRANSPORTATION VEHICI .'F. SCHEDUI .E YEAR MAKE 1995 East 1995 1995 East 1995 East 1995 East 1995 East 1995 East 1994 Summit 1994 Summit 1993 Mack 1994 Mack 1994 Mack 1994 Mack 1994 Mack 1995 East 1995 East 1995 East 1994 East 1994 SUrrwmt 1994 SumJrat 1994 SUrmrat MODEL S,n~ Scrm Senm Scrm Semi Semi Semi Semi Semi CH CH CH CFI RD Scrra Serm Scrra Serm Semi Semi S,mi GVW CLASS. GARAGE LOC. VEHICLE I.D. i5,6oo 67453 Isla~dia 15,600 67453 Islandia 15,600 67453 Islandia 15,600 67453 Islandia 15,600 67453 I$1a:ndia 15,600 67453 [slandia 15,600 67453 Islandia 15,600 67453 Islandia 15,800 67453 lslancha 15,800 67453 [slandia 80,000 50453 Islandia 97,000 50453 Isla.ndia 97,000 50453 Islandia 80,000 50453 Island/a 120,000 50453 Islandia 15,000 67453 lshmdia 15,000 67453 lslandia 15,000 67453 Isla.ndia 15,000 67453 Islandia 15,800 67453 Istandia 15,700 67453 Islandia 15,800 07453 lslanc~a IE1U1X286SRG 17644 t E I U IX28XSRGi 7646 1 E1U I Y-,.283SRG17648 IEIUIX285SRG 17649 IE1UIX281SRG17650 1EIUIX283SRGI765! 1E1U1X285SRGI7652 1EIUIX281 SRG1766~ 1SSAL4529R0008491 l SSAL4529R0008510 1M2A. A 13Y4PW026354 I MIAA 13YI RW038369 1M 1A.A 13Y4RW039810 lMIAD37YgRW001891 1 M2P267Y4R.M020356 1 El U IX280SR. F17023 1 El U ! X284SRF 17025 1 EI U1Y28XSRG17054 1 E1UIY283SRG17056 I SgAL4524R0008303 IS8AL4521 R0008260 ISSALA528R0008255 Y~AR TRINITY TRANSPORTATION VEHICLE SCHEDULE MAKE MOOEt GVW CLASS. GARAGE LOC. VEHtOLE I.D. CH ' ' 80,00t3 50453 Islandia -I M2P-.A 12YgRW035846 Semi 15,000 67453 lsiandia IEIUIY2855RGI7055 CH 80,000 50453 Islaadia IM2AAI4YlSW049565 F-700 24,500 33453 lslandia lFDNK74NTFVA49248 CH 80,000 50453 Is~andia IM2P..AI4YSSW049567 CH 80,000 50153 Islandia 1M2AAI 4Y3SW049566 Tractor 120,000 40453 IslandJa 1M2P267YSSM021788 Semi 15,890 67453 I$1andia ISgWA452XSSI88195 Semi 15,890 67453 Islandia 1S9WA4520SS188199 Semi 15,890 67453 Islandia 1S9WA4523SS188200 Senti 15,890 67453 [slandia 1 S9WA45255SI 88201 Senn 15,890 67453 islaudia 1S9WA4527SS188202 scrm 15,890 67453 lslaadia 1S9WA45205S188204 Serm 15,890 67453 lslandia 1 S9WA45225S188205 Serm 15,890 67453 I$1a.ndia [S9WA4524SS 188206 T'~ailcr 15,890 67453 lslandia 1SgWA4526SS 188207 Semi 15,200 67453 lslandia 1 S9DA3231SSI88209 Serm I5,800 67453 Islarsdia ISSAIA526S0008936 Senn 16,000 67453 Island~a IS8AL4524S0008935 Serm 15,800 67453 Islaxsdia IS8AL4523S0008718 89rm 25,850 67453 [slaadaa [S[9DS3239SSI88214 Scrm 19,800 6'/453 l$1ax~dia IS9DS2531RSI88101 Dump )7,460 50453 Isiandia lM2BI28C6EA010352 1994 Mack 1995 East 1995 Mack 1985 Ford 1995 Mack 1995 Mack 1995 Mack 1995 Spectec 1995 Spectec 1995 Spcct¢c 1995 Spectec 1995 Spectec 1995 Spectec ~995 Sp¢clec [995 Spectec 1995 Spectec 1995 1995 Sanumt 1995 Sutrarat 1995 Surmmt 1995 Spectec 1994 Spectec 1984 Mack INFORMATION SCHEDULE I Town of Southold Bid Project Solid Waste Haul-Disposal Services The Bidder hereby states that it will be prepared to dispose of up to the following Maximum Specified Yearly Capacities in tons of Town of Southold solid waste if awarded an agreement Contract Year Maximum Tons per Contract Year 30, o oo. ~.~. Date: ,.~-/~-][ Maximum Specified Capacity BID (PROPOSAL) FORM Schedule 5.0.I 58 INFORMATION SCHEDULE J Town of Southold Bid Project Solid Waste Haul-Disposal Services NOTE: IF A BIDDER iNTENDS TO UTILIZE MORE THAN ONE SOLID WASTE DISPOSAL SITE, AN INFORMATION SCHEDULE J MUST BE COMPLETED FOR EACH DISPOSAL SITE. The following is information on the undersigned Bidder's Solid Waste Disposal Site: GENERAL A. Disposal Site Location Name: 0~ R~0..q~a~aa Address: Phone: ~1- g~q - I~q Disposal Site mailing address (if diff~ent ~an I) Ad&ess: II. CURRENT OPERATIONS A. Operations Permit 1. Permittee: 2. No.: 3. State: 4. Date of Issue: 5. Date of Expiration: 6. Copy Enclosed: Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Yes: / No: Schedule 5.0.J 0587 Page 1 of 7 59 INFORMATION SCHEDULE J - (continued) Hours of Operations 1. What are the PERMITTED operating hours? DAY A.M. Monday " _, to Tuesday to Wednesday to Thursday to Friday to Saturday _ to Sunday to PoMo Are there any PERMITTED closure periods stipulated? What are the ACTUAL operating hours? P~ ~ A bov~' DAY A.M. P.M. Monday Tuesday q: or> to q: O0 Wednesday q: oo to q: oo Thursday q '. o 0 to q Friday q: oo to q: oO Saturday q: oo to ~: oo Sunday What holiday or other period is the Disposal Site typically closed? DAY YES NO New Year's J to Memorial ,7--- to Independence ,/ to Labor ,// to Thanksgiving ~" to Christmas ~7 to Other (specify) I~/] ~ to Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 2 of 7 60 iNFORMATION SCHEDULE J - (continued) Will the ACTUAL operating hours be extended up to the PERMITTED operating hours in Question II.B. 1 in order to accommodate Town of Southold solid waste? ~ ~ fl~n~ Yes ~/~ No Are there any local agreements, ordinances, etc. which would prohibit extending the ACTUAL operating hours in Question II.B.3 up to the PERMITTED operating hours in Question II.B. 1 ? Yes No ~'~ What is the PERMITTED annual capacity in tons? 20tt 20/'2- 20 20 lq 20/~ At the PERMITTED levels in Question II.C., what is the projected useful life in years? / What is the annual RECEIVING6 level today? ~- ~3_2q-, OOO. -ro.u~/¥1~. _ At the RECEWING levels in Question II.E, what is the projected useful life in Years? Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 3 of 7 61 INFORMATION SCHEDULE J - (continued) How much of the RECEIVING level in Question II.E is committed to under contract in tons? 2011 ~ 100,000 'r / 20 i~ og ~ 20 I~ ~ ~~ Does ~e Disposal Site have special waste resffictions? Yes No 1. Construction/Demolition 2. Asbestos 3. Wastewater Treatment -t, Sludge 4. Hazardous Waste v Gate Fee ($) Are there any existing agreements with local municipalities which prohibit: Item Routing to site Weight limits between state coeds and site Number of vehicles Vehicle size Solid waste importation outside jurisdictional area Host Community Benefits Yes No Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 4 of 7 62 INFORMATION SCHEDULE J - (Continued) III. EXPANSION PLANS A. Application Permit 1. Permitee: 2. No.: 3. State: 4. Date of Submission: 5. Copy Enclosed: 6. Submission Status: fl. Yes No Expansion of current site or new site b. Local Citizenry Reaction c. Regulatory agency d. Litigation e. Likelihood to succeed Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 5 of 7 63 Bo Co INFORMATION SCHEDULE J - (Continued) If you are successful in Question III.A., what is the additional annual DESIGN capacity in tons (do not include figures from Question II.C.)? 20 20 20 20 20 At the annual DESIGN levels in Question III.B., what would be the projected useful life in years? ~/igI Eo Would you be willing to share with the Town of Southold engineering reports utilized for the preparation of the Operating Permits on Expansion Application? Yes No Iq }lOt Bidder's Disposal Site(s) Engineer of Record Firm's Name Odlfrl.~Ot3 ~lk-h~Jer~lfX~ Firm's Address Project Engineer .~tg~' '2J"~qz~/tq,6- Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 6 of 7 64 INFORMATION SCHEDULE J - (Continued) Are you willing to meet with the Town of Southold to discuss your short and long term disposal capabilities? Yes ,~ No The undersigned hereby certifies that services, material, equipment to be furnished as a result of this bid will be in accordance with Town of Southold specifications applying thereto unless exceptions are indicated above and an explanation attached. Bidding Company 'T~'~I~O,~'¥ "['l*.g~$~O,Ln'~mr~ O~. Address City By ~-vlL~c~ ~[ ~ .ff~lease Pfi~ or ~e) NAME AND TITLE State Zip PhoneNo. /aDl- ~qg-- Date ~5- I~-II CORPORATE SEAL Bidder Solid Waste Disposal Site(s) BID (PROPOSAL) FORM Schedule 5.0.J Page 7 of 7 65 OMNI RECYCLING of BABYLON, INC. 114 Alder Street West Babylon, NY 11704 (631) 694-1694 (631) 694-1865 fax Town of Southold 53095 Main Rd. Southold, NY 11971 May 18,2011 RE: Solid Waste Haul & Dispose Services To Whom It May Concern, This letter serves as verification and acknowledgement of Omni Recycling of Babylon for the acceptance of solid waste from the Town of Southold, as per the bid specifications, from Trinity Transportation Corp. cerely'~t~__ Patricia DiMatteo Secty'-Treas. Omni Recycling of Babylon, Inc. ~E~' P£RJtl T ~119 ArticLe 15, TitLe 27: ~lltd, Other; PE~J4LT iS~JEZ) TO RecycLing of B~ytm, NE~ yORK STATE .D£PN~TNEHT4ii~MV]ROI~TAI. COHSERYATiO~I ~ .. PERMIT Under tho Co~f~lt {c~ Lay 0 R~t 0 X~lficatt~ 0 ~rClffcatl~ ~ . ~rtf~te ~. TitLe 0 ArticLe ~: Fr~huacer 0 ArticLe ~: Tidal I Pemlt to Operate I I ArticLe 27, TILLs 7; SoLid ~ts Ha~r~ ~te ~g~t O ArticLe ~; PrOtein 0 ArticLes I, ~Y~ ~: TEL~flglE KU~6ER SuffoLk' BabyLo~ MYTH · ratio~ of o residentiaL'amd o~mercleL materiaLs recycling facility, ~hich wiLL This of Thll.~lt. ST~LTOR: St~g. &O, SUNy, SOml Z19, StOtty 8rook, NY 1179Q-:re56 1 of 6 November 8, 2007 M~ P~J~i~ia DiMeite° Om/fi l~cling of Babylon, Inc. 114 Alder 8treat West Babylon, New York 11704 New York State Department of Environm~t Conservation. ("NYSDEC") Omni Recycling of Babylon, Inc. ("Omni Babylon") Solid Waste Ma~ag~ent Facility Permit No. 1-4720~00943/00002-0 Dear'Ms. Dido: In response to your request, this letter will confmn the status of the above referenced solid waste management facility operating permit. As you know, our law firm together with Michael White, Esq., r~pmsented and assisted Omni Babylon in matters relating to the NYSDEC permit fi'om the time Omni Babylon purch~ed the facility through tho BAnkruptoy Court and the permit was transferred to Omni Babylon to the present. I continue to work with Cameron Engineering & Assoe/am, LLP, the environment consultam Omni Babylon has authorized to pretlare and submit repo~.ts and plans on its beh.l¢ to the NYSDEC in the pem~'t renewal process. The permit was initially transferred to Orniti Babylon on April 15, 1996, with an ~cpiration date of April 14, 2001 and most recently amended by the NYSDEC at the request o~the permittee on July 27, 2000. In aecorfl with the permit conditions, a complete, application for renewal of the permit was submitted to the NYSDEC 180 days before the repo~ied expiration date. Attaehed is a copy of a letter dated Oetober 16, 2000 from Cameron Ensinecring to the NYSDEC tmz~nitti~g the mnswal application. Pu~uant tn the requirements of Section 401'(2) of the State Uniform Procedures Act (Article 70, ECL) and its implementing regulations (6NYCRIL Part 621) when a permittec has submitted a timely and sufficient application for renewal ora permit for an activity o£a continuing ~_~.~e, as Omni Babylon has done in the instant c~e, the existing permit does not expire until the NYSDEC has made a final decision on the renewal application. Therefore, the existing permit remzlr~ Jn effect This s'catus could also be confirmed fllre~fly with the NYSDEC a~ a m,,**~' of public iaform~on. I~ addition and most recently, I ~ a m~;in~ a~ the NYSDBC o .ffiee,s in Stony Brook on O~ober 3t, 200~ a~d met with the Regional Dir~or a~d lls sta~ on ,~aother faeility malIer. I~ Sene~ eomersatlon ~ Onml Babylon renewal was mentioned and it was indieat/ed ~ me as well as .Cameron Fmginee~ing that said rone~val would b~ work/al'on forthwith. If I ~an be of any fuxth~r aasistance in tiffs maV~ F6r.compliance updates: Mr. Dave Gibb, NYS, DEC Monitor Region I, Stonybrook, NY (631) 444-0387 I~TFOI~.MAT1ON SCHEDULE K FOKlvl OF ~ID BOND ~OqOW ^!.r, ~ BY TI~-.~P. I~I~EHT~, ~ we, Trinity Transpo~ation Corp ~~ Berkley RegioQ,al Insurance Co. ~$~,~y~~y~ Town of Southold . ~n~ ~ ~ ~ o~ Qne Hundred Thousand ($100.00~r~ ~~, ~ ~a ~. ~ ~~y~ M~y , ~1..1 The condition ortho above oblisatiau is ~ tl~ .whcv~ the Principal lms submitted to the Town of So~t~01d a ~ l~d, ~ hereto m~d hereby made a pad hereofto enter into s NOW, ~O~ (~) If sa/d Bid shall be reject~ o~ in the altarnate, The Surety, for value zece~vecl, hereby a~pulal~ aud ~ ~ ~ ob~s of ~e ~w~ ~ ~y ~ ~ ~ ~d ~d $~ ~ ~~ n~of~y~ ~. Form of Bid Bond BID (PROPOSAL) FORM Sch~u[e 5.0.K IN WITNESS WHEKEOF, the Principal and the $~ety have hereunto set their hands and seats, ~/,,~rinity '[rF,~'t~~ / If , Berkley Regional Insurance Company J~re~ W. Radovicl~ttornet in-fact . ' Address hr'Surety: 60 East 42nd Street. New York, NY 10165 SBAL (ACKNOINLMDGBMENT BY CONTRACTOI~ I~ A CORI~ORATION) STATE OF:/V'g~/~,,o~_. ) CI3UN'rY: ~u~'~,_.~, ) $SN: Oathis 2.~ dayof ,,~?y ,20// .. beforemept~nallycaate ~,~'~.~..~c~,~ ~/~ ,to~ who~y~d~ ~- ~. of~ ~,~,v~ ~ ~... ~ ~ in ~ w~~ ~ ~ ~ ~; ~ ~ ~ s~ of . JEANI~ 80RGESANO N~Y PUBLIC, State of New y~ No 4918146 Oualified in Suffo k ~u ~mi~ion ~ires Fe~u~2~ Form of Bid Bond BID (PROPOSAL) FOP~ (ACKNOWLE~M~ IT~' CONTR. ACTOI:L, IF A PARTNERSHIP) Schedule 5.0.K Page 2 of 3 67 ~tate of o~ dayof ,20 .to me k~o~. and knovm to me to be ~e ~d~duat deec~ed b a~d who execu~d ~e f0~g ~ a~d ack,or, edged ~ me ~at aVhe executod ~a mime. NatIy Pu~ ~tate of County ,2o , b~o~e me pe~o~y came .to me ~nowfl and know~ to me to be s memb~ of the fkm of c~ibed in ind who executed the foregoing inItmmeflt, and a,~a t~pefl acknowledged to me that a/tm executed the same Is and far the act and deed of said firm. County of ~ F~O ~-~ J ss. , to ma Imew~. lwflo being by me duly awom. did depose and ssy that(~ is the .. , ,,~ ~ corporation deec~bed in and which e~ecaJted the ~ ~ ~t~ ~o~ ~e mi ~ ~ ~; ~ ~e ~ a~ to ~d ~t ~ s~ ~ seal; ~ ti w. ~ a~x~ ~ ~ of ~ ~md ~ ~ of ~ ~lt~, ~ ~at t / No. 4918146 ~/~ ~ Stats al New York County o~ Nassau J on th~, 2__4.th ~i Jeffreyw. Rad°vich day of May ,2t 11 . ~ me ~o~al~ oame to me known, who, b~ng by me duly a~a~rn, did depoIe and say thit a/he i= an attorney-in-feat al Berklev Reaional Insurance Company ,,,(1~ affixed to the within ihstru'nent ts such co~[tx)mte ~eal, and that s,~he signed the said in~n~r~mt and affixed the aald eeal aa ~- Fact by eu~,~ of the ~ ~f O~ac~4 ~ ~ ~ ~ by ~ at ' - N~ Public, State of New No. 01CA6157198 Qualified in Nassau BERKLEY REGIONAL INSURANCE COMPANY STATUTORY BALANCE SHEET DECEMBER 31, 2010 (AMOUNTS IN THOUSANDS) Admitted Assets Bonds Common & Preferred Stocks Cash & Short Term Investments Premiums Receivable Other Assets 1,456,047 450,630 102,010 287,486 418,895 Total Admitted Assets $ 2,715,068 Liabilities & Surplus Loss & LAE Reserves Unearned Premium Reserves Other Liabilities 1,408,750 515,100 73,869 Total Liabilities $ 1,997,720 Capital Stock Additional Paid In Capital Unassigned Surplus 4,000 347,723 338,159 Total Policyholders' Surplus $ 689,881 Total Liabilities & Surplus $ 2,687,601 Officers: President: William Robert Berkley, Jr. Secretary: Ira Seth Lederman Treasurer: Robert Floyd Buehler Sr. Vice President & CFO: Eugene George Ballard Sr. Vice President: Robert Paul Cole Vice President: Clement Patrick Patafio Directors: Eugene George Ballard William Robert Berkley William Robert Berkley, Jr. Robert Paul Cole Paul James Hancock Robert Carruthers Hewitt Im Seth Lederman Clement Patrick Patafio James Gerald Shiel No. 125b POWER OF ATTORNEY BERKLEY REGIONAL INSURANCE COMPANY WILMINGTON, DELAWARE NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereo£ Please review carefully. iKNOW ALL MEN BY THESE PRESENTS, that BERKLEY REGIONAL INSURANCE COMPANY (the ~Company"), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office in Urbandale, Iowa, has made, constituted and appointed, and does by these presents make, constitute and appoint: Glen J. Radovich, John R. Keane or Jeffrey W. Radovich of Insight Companies, Inc. of Plainview, NY its true and lawful Attorney-in-Fact, to sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance, providing that no single obligation shall exceed Fifteen Million and 00/100 U.S. Dollars (U.S.$15,000,000), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected officers of the Company at its principal office in their own proper persons, This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on August 2 I, 2000: "RESOLVED, that the proper officers of the Company are hereby authorized to execute powers of attorney authorizing and qualifying the attorney-in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal of the Company to powers of attorney executed pursuant hereto; and further RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and they have no authority to bind the Company except in the manner and to the extent therein stated; and further RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney-in-fact named; and further RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ceased to be such at the time when such instruments shall be issued." IN WITNESS WHEREOF, the Company has caused these presents to be signed and attested by its appropriate officers and its corporate sea hereunto affixed this 7J%dayof~ ~ ~, ~ c~4L ,2011 Attest: Berkley Regional Insurance Company (Seal) By , Ira Senior Vice President & Secretary S~nior Vice President WARNING: THIS POWER INVALID IF NOT PRINTED ON BLUE "BERKLEY" SECURITY PAPER. STATE OF CONNECTICUT ) ) ss: COUNTY OF FAIRFIELD ) Sworn to before me, a Notary Public in the State of Connecticut, this ;~ day of ~ ;~ (*~ '~'7 201 I, by Jeffrey M. Hafter and Ira S. Lederman who are sworn to me to be the Senior Vice President, and the Senior Vice President and Secretary, respectively, of Berkley Regional Insurance Company.£lL££N KILL£1~N NOTARY PUBLIC I~COMMISSlON EXMItES ~NE30.2012 Notary Public, State of Connecticut CERTIFICATE 1, the undersigned, Assistant Secretary of BERKLEY REGIONAL INSURANCE COMPANY, DO HEREBY CERTIFY that the foregoing is a true, correct and complete copy of the original Power of Attorney; that said Power of Attorney has not been revoked or rescinded and that the authority of the Attorney-in-Fact set forth therein, who executed the bond or undertaking to which this Power of Attorney is attached, is in full force and effect as of this dale. Given under my hand and seal of the Company, this ~?~'t'~'day of /h/X,o,-/~ ___ , Steven Coward Instructions for Inquiries and Notices Under the Bond Attached to This Power Berkley Surety Group, I,I~C is thc affiliated uudcrwriling mauagcr l~r the surely business of: Acadia Insurance C'ompany, Berkley Insurance Company, Berkley Regional Insuraace Company, Carolina Casualty Insurance Company, Uuiou Standard Insurance Compauy, Cunlincnlal Western Insnrance Company, aud Union Insurance Company. To x cril'y the anthenticit~ nf the hnnd, please call (866) 768-3534 or cmail BSGInquiry(a berkle)suret.~.com Any ~witten notices, inqutries, claims or demands tn the surety ou the bond to ~hich this Rider is attached should be directed to: Berklcy Sul'et?; Gruup, I.I~C 412 Muunt Kemble As;enuc Saitc 310N Morristown, NJ 07960 Attcntiou: Snrety Llaims I)cpartmcnt Or email BS(;Claimrtt berkle.~suret).cum Please include xfith till notices the hond numher and thc nanlc of the principal on the bond. ~¥here a claim is heing asserted, please set forth generall)r lhe hasis of lhe elaiul. 111 lhe case ufa payment or performance hond, please identify the project tn which the hond pertains. Inquiry and Notification Rider Berkley Surety Group, LLC is the affiliated underwriting manager for all of the surety business of the following affiliated companies: Acadia Insurance Company, Berkley Regional Insurance Company, Carolina Casualty Insurance Company, Union Standard Insurance Company, Union ln.qurance Company and Continental Western ~roup Insurance Company. To verify the authenticity of this bond please call: (973) 775-5021 or Telefax (973) 775-5024 Any written notices, inquh'ies, claims or demands to the surety on the bondto which this Rider is attached should be directed to: Berkley Surety Group, LLC 412 Mt. Kemble Ave. Suite 310N Morristown, NJ 07960 Attention: Surety Claims Department Or Telefax: (866) 408-2421 Please include with all notices the bond number and the name of the principal on the bond. Where a claim is being asserted please set forth generally the basis of the claim. In the case ora payment or performance bond please identify the project to which the bond pertains. BERKLEY SURETY GROUP INFORMATION SCBEDULE L PERFORMANCE BOND Bond No. KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the "principal") and (hereinafter called the "Surety") are held and firmly bound to the Town of Southold (hereinafter called the "Owner") in the full and just sum of dollars ($ ) good and lawful money of the United States of America, for the payment of which sum of money, well and truly to be made and done, the Principal binds himself, his heirs, executors, administrators and assigns and the Surety binds itself, its successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement bearing date on the day of ,20 , with the Owner for the Town of Southold Solid Waste Haul-Disposal Services, a copy of which Agreement is annexed to and hereby made part of this bond as though herein set forth in full. NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns, shall well and faithfully comply with and perform all the terms, covenants and conditions of said Agreement or his (their, its) part to be kept and performed and all modifications, amendments, additions and alterations thereto that may hereafter be made, according to the true intent and meaning of said Agreement, and shall fully indemnify and save harmless the Owner from all cost and damage which it may suffer by reason of failure so to do, and shall fully reimburse and repay the Owner for all outlay and expense which the Owner may incur in making good any such default, and shall protect the said Owner against, and pay any and all amounts, damages, costs and judgments which may or shall be recovered against said Owner or its officers or agents or which the said Owner may be called upon to pay to any person or corporation by reason of any damages arising or growing out of the doing of said work, or the repair of maintenance thereof, or the manner of doing the same, or the neglect of the said Principal, or his (their, its) agents or servants or the improper performance of the said work by the said Principal, or his (their, its) agents or servants, or the infringement of any patent or patent rights by reason of the use of any materials furnished or work done as aforesaid or otherwise, then this obligation shall be null and void, otherwise to remain in full force and effect; Performance Bond BID (PROPOSAL) FORM Schedule 5.0.L Page 1 of 2 69 PROVIDED HOWEVER, the Surety, for the value received, hereby stipulates and agrees, if requested to do so by the Owner, to fully perform and complete the work mentioned and described in said Agreement, pursuant to the terms, conditions, and covenants thereof, if for any cause the Principal fails or neglects to so fully perform and complete such work and the Surety further agrees to commence such work of completion within ten (10) calendar days atter written notice thereof from the Owner and to complete such work within ten (10) calendar days from the expiration of the time allowed the Principal in the Agreement for the completion thereof; and further PROVIDED HOWEVER, the Surety, for value received, for itself, and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety and its bond shall be in no may impaired or affected by an extension of time, modification, work to be performed thereunder, or by any payment thereunder before the time required herein, or by any waiver of any provisions thereof or by any assignment, subletting or other transfer of any work to be performed or any monies due or to become due thereunder; and said Surety does hereby waive notice of any and all of such extensions, modifications, omissions, additions, changes, payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation co assignees, subcontractors, and other transferees shall have the same effect as to said Surety as though done or omitted to be done by or in relation to said Principal. IN WITNESS WHEREOF, the Principal has hereunto sec his (their, its) hand and seal and the Surety has caused this instrument to be signed by its and its corporate seal to be hereunto affixed this ___ day of ,20__ (If Corporation add Seal and Attestation) Principal By: Attest: Add Corporate Seal By: Attest: Address of Surety: Surety Performance Bond BID (PORPOSAL) FORM Schedule 5.0.L Page 2 of 2 70 INFORMATION SCHEDULE M OPERATIONAL PLAN The Bidder hereby states that it proposes to implement the following operational plan to haul and dispose of Municipal Solid Waste (MSW) from the Town of Southold Landfill if awarded an Agreement. I. Haul Summarize the manpower and equipment you will make available to perform under this Agreement. II. Disposal Summarize the identity and location of the primary and secondary sites you plan to use for disposal of the solid waste. Describe the arrangements between your company and the disposal site for use of the site. Describe any treatment the MSW will undergo during transport or upon arrival at the disposal site. Attach copies of the permits to construct and permits to operate the disposal site. Site No. 1 NAME LOCATION CONTACT PERSON AND PHONE ARRANGEMENTS FOR USE TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 1 of 2 71 TRINITY TRANSPORTATION CORP. 214 Blydenburgh Rd. Islandia, NY 11749 (631) 342-9673 (631) 342-9676 fax Town of Southold 53095 Main Rd. Southold, NY 11971 RE: Solid Waste Haul and Disposal Services Bid Date June 2,2011 May 18, 2011 SU PPI,[:,M ENTAI, INFORMATIONi i. Operational Plan; Trinity Transportation ,~ill supply and stage at the Town's transfer center up to 5 - 100 cubic yard, open top trailers for loading. Trinity will supply transportation service (up to tw? tractors, as needed) for the exchange of empty trailers for loaded trailers. Schedule of service will be arranged with the transfer station Supervisor. Loaded trailers will be delivered directly to the Om,fi Recycling of Babylon, Inc. transfer facility for immediate disposal. No loads will be staged or parked oulside of tile Town's transfer facility. There is a common ov, nership relationship between Trinity transportation and Omni Recycling of Babylon, Inc. therefore all accommodations, as needed will be provided to the Town of Southold to ensure a seamless movement of material. ii. There is NO current litigation that ma)' affect Trinity's performance of this contract. iii. Trinity DOES NOT anticipate the use of any sub-contractors in performance of this contract. iv. Proper authorization for the use of the Omni Babylon facility is included in this bid submission. ~~c rely, ' Patricia DiM"fitteo, 'Dinity Transportation t, orp. Site No. 2 LOCATION ~Z-~L~ ~D~ExO.~31~GI,I ~D,, CONTACT PERSON AND PHONE NO. P~ ~NGEMENTS FORUSE tiS] ~ ~ TREATMENT OR UNUSUAL CONDITIONS Operational Plan BID (PROPOSAL) FORM Schedule 5.0.M Page 2 of 2 72 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION DEC PERMIT NUMBER 1-4728-00720/00001 CILITY/PROGRAM NUMBER(S) 52-M-07 PERMIT Under the Environmental Conservation Law EFFECTIVE DATE March 14, 2008 EXPIRATION DATE(S) March 13, 2013 TYPE OF PERMIT [] New · Renewal [] Modification [] Permit to Construct · Permit to Operate [] Article 15, Title 5: Protection of Waters [] D Article 15, Title 15: Water Supply [] Article 15, Title 15: Water Transport [] Article 15, Title 15: Long Island Wells [] Article 15, Title 27: Wild, Scenic and [] Recreational Rivers [] Other: 6NYCRR 608: Water Quality Certification [] Article 17, Titles 7, 8:SPDES [] Article 19: Air Pollution Control Article 23, Title 27: Mined Land Reclamation [] Article 24: Freshwater Wetlands [] Article 25: Tidal Wetlands · Article 27, Title 7; 6NYCRR 360: Solid Waste Management [] Article 27, Title 9; 6NYCRR 373: Hazardous Waste Management [] Article 34: Coastal Erosion Management [] Article 36: Floodplain Management [] Articles 1, 3, 17, 19, 27, 37; 6NYCRR 380: Radiation Control PERMIT ISSUED TO Jet Paperstock isDRESS OF PERMITTEE Blydenbur~h Road, Central Islip, NY 11722 CONTACT PERSON FOR PERMITTED WORK Mar)/DiMatteo, 228 Blydenbur~lh Road, Central Islip NAME AND ADDRESS OF PROJECT/FACILITY ITELEPHONE NUMBER /631/234-7100 ITELEPHONE NUMBER , Jet Paperstock property, 228 Blydenbur~lh Road, Central Islip COUNTY I TOWN I WATERCOURSE Suffolk Islip DESCRIPTION OF AUTHORIZED ACTIVITY: NYTM COORDINATES Operation of recyclables recovery and transfer station. The facility may process a maximum of 650 tons per day of non-residential mixed solid waste and construction and demolition debris. By acceptance of this permit, the permittee agrees that the permit is contingent upon strict compliance with the ECL, all applicable regulations, the General Conditions specified (see page 2) and any Special Conditions included as part of this permit. PERMIT ADMINISTRATOR: V. Ackerman JTH(: IQ ADDRESS SUNY @ StonyBrook, 50CircleRoad, StonyBrook, NY11790_3409 DATE March 14, 2008 1 of 8 PATRICIA DiMA FEO Experience; 1976 - Present Jet Sanitation Service Corp. Provide solid waste and recyclable collection services to eastern Nassau and all of Suffolk County, operating in excess of 40 route vehicles per day. Chief Operating Officer · Responsible for all daily activities · Oversees all departments · Asses and address operational issues, labor contracts, bid submissions, legal issues and office activities. 1996- Present Trinity Transportation Corp. Provides bulk transportation services of; MSW, C&D, yard waste and recyclables with company owned vehicles and the direction of owner/operator vehicles. Seety'-Treas. · Assumed full operational control of company · Redirected company to a financially solvent position · Expanded operations of company 1996 - Present Omni Recycling of BabyIon~ Inc. N.Y.S, D.E.C, permitted solid waste transfer and recycling facility. Seety'-Trea~. · Participated in the acquisition of the facility in bankruptcy proceedings · Participated in the creation of the pro-forma presented to investors · Negotiated conditions of agreement with the Town of Babylon to provide services · Asses and address daily operational issues 1976 Present Jet Paper Stock Corp. N.Y.S, D.E.C, permitted transfer station/recycling facility (since 1986) General Manager/Operation~ · Oversee all daily activities · Manage and interface with department managers · Payroll processing · Oversee recyclable sales and quality performance · Oversee equipment (balers) maintenance/repair issues 1994 -2000 Babylon Source Separation Commercial Inc. First commercial, garbage, collection company for the Town of Babylon for district wide services and implementation of same. Operations Manager / President · Responsible for the organization and deployment of the Town of Babylon District Commercial Collection contract requirements. · Negotiated final conU:act with the Town of Babylon · Represented BSSCI, (with the Town of Babylon) as a witness in legal challenges. · Oversaw and managed all contractors in performance · Interacted directly with the Town lbr all District issues APPENDIX A SAMPLE OPERATING AGREEMENT 73 THIS AGREEMENT, made on the day of ,20 , by and between the Town of Southold, a municipal corporation of the State of New York having its Principal place of business at 53095 Main Road Southold, New York hereinafter called the "Town" and hereinafter called the "Contractor." WITNESSETH WHEREAS, Contractor has submitted to the Town a bid dated 20 , ("Bid") in response to the Town's Bid Solicitation for Solid Waste Hauling- Disposal Services dated ,20___, ("Solicitation"); and WHEREAS, the Town Board of the Town of Southold by resolution No. adopted on authorized the Town Supervisor to enter into an agreement with the Contractor to perform certain services in connection with the handling of solid waste, NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. DEFINITIONS - Terms defined in the Bid Solicitation shall have the same meaning as if defined herein. II. SCOPE OF SERVICES ~ The Contractor shall perform the services in accordance with the description of those services as set forth in the Solicitation. III. TERM OF AGREEMENT The term of this Agreement shall be two (2) years commencing on July 1,2011, with the potential for three (37 additional option years. The Town and the Contractor, by mutual consent, shall have the option of renewing this Agreement for up to three (3) additional one-year terms at the prices bid herein. Notice of this mutual consent to be expressed by the parties in writing not less than one-hundred eighty (180) days prior to APPENDIX A- 1 74 the expiration of the term in force (i.e., by January 1, 2013, January 1, 2014, and January 1, 2015). Similarly, notice by either party of the intent to reject any option year shall be submitted in writing by the same date (January 1) of each year. The Town reserves the right to may terminate the Agreement at any time after Year Two (i.e., after June 30, 2013) of the Agreement for the purpose of entering into an inter- municipal solid waste haul~disposal Agreement with another Long Island Town by giving one-hundred eighty (180) days written notice to the Contractor. IV. PRICE SCHEDULE/COMPENSATION The unit bid price schedule for the services to be furnished by Contractor is found in Section C - 3.1, 3.2, Contractor's bid which is incorporated into this Agreement. V. PAYMENTS A. The Contractor shall receive monthly payments for services performed during the prior calendar month. The Contractor shall submit a request for payment on a Town approved voucher form along with Contractor's invoice which shall include a daily summary of tonnage hauled by Contractor to a Disposal Site and disposed by Contractor at a Disposal Site as applicable. Such payments shall be made within sixty (60) days of the Town's approval of Contractor's invoice. The Town shall be entitled to deduct from any payment owning to Contractor any sums expended by the Town to cure any default or other Agreement non-compliance by Contractor or to protect the Town from loss on account of claims filed or reasonably anticipated to be filed. VI. CONTRACTOR'S WARRANTIES AND REPRESENTATIONS Contractor makes the following warranties and representations: A. Contractor represents that the Town has made no commitment under this Agreement with respect to the volume solid waste to be handled by Contractor during the te~m of this Agreement. B. Contractor warrants that Contractor shall comply with all federal, state and local laws, ordinances regulations applicable to ail of the services to be performed Contractor. APPENDIX A-2 75 C. Contractor represents that the information furnished by Contractor in the equipment schedules included in the bid is accurate and complete and Contractor acknowledges that Town has relied upon the accuracy and completeness of that information in the selection of Contractor as the lowest responsible bidder. D. The Contractor represents that Contractor shall utilize its best efforts to insure that Minority and Women Owned Businesses (MBE's and WBE's) have the opportunity to participate as subcontractors under this Agreement. In the event the contractor subcontracts twenty-five percent (25%) or more of its work hereunder, Contractor shall submit to the Town an and a WBE Utilization Plan, prior to execution of this Agreement, D. In the event the Contractor's Disposal Site is unable to receive and dispose of the Town's waste for any reason (including failure to obtain or maintain necessary permits or licenses), Contractor shall be responsible for providing to the Town an alternate Disposal Site for the Town's use at no additional cost to the Town, and shall indemnify the Town against any additional hauling cost by the Town or its agent because of the location of the alternate Disposal Site. Under no circumstances shall a change in Disposal Site(s) or failure or inability to obtain or maintain necessary permits by the Contractor be considered a change in conditions. In the event the Contractor is unable to find an alternate Disposal Site(s), he shall be deemed to be in default of this Agreement and liable for damages, bond forfeitures and other expenses as provided in the Agreement. VII. INDEMNIFCATION INSURANCE/BONDS A. Contractor agrees to defend, indemnify and save harmless the Town of Southold against any and all liability, loss, damage, detriment, suit, claim, demand, cost, charge, attorney's fees and expenses of what ever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason of or in consequence of the Contractor carrying out or performing under the terms of this Agreement, or failure to carry out any of the provisions, duties, services or requirements of this Agreement, whether such losses and damages are suffered or sustained by the Town directly or by its employees, licensees, agents, engineers, citizens or by other persons or corporations, including any of Contractor's employees or agents APPENDIX A-3 76 who may seek to hold the Town liable therefore. This obligation shall be ongoing, shall survive the term of this Agreement and include, but not be limited to, claims concerning non-sudden environmental impairments, The Contractor shall join in the commencement of any action or proceeding or in the defense of any action or proceeding which in the opinion of the Town constitutes actual or threatened interference or interruption with the Town's rights hereunder, including all appeals which, in the opinion of the Town, may be necessary. B. Contractor shall procure and maintain the insurance described in Section A of the Solicitation for a period commencing on the date of this Agreement and terminating no earlier than one year following termination of services under this Agreement. All such insurance coverage shall name the Town as an additional insured and shall provide that the coverage shall not be changed or canceled until thirty (30) days written notice has been given to the Town. All such insurance shall be issued by a company duly authorized, to transact business in the State of New York and acceptable to the Town and shall include all riders and additional coverage necessary to insure that Contractor will be financially able to meet its obligations under the foregoing indemnification. C. Contractor shall, for the period of the performance of services hereunder, maintain a Performance Bond in the amount of one million ($1,000,000.00) dollars wherein named obligee is Town of Southold. The Bond shall be in a form acceptable to the Town Attorney and issued by a surety licensed to do business in New York as a surety. VIII. FORCE MAJEURE If either party is delayed or prevented from fulfilling any of its obligations under this Agreement due to any act, event or condition, whether affecting the Town, the Contractor, the Disposal Site or 'any of the Town's or the Contractor's respective subcontractors or suppliers, to the extent that it materially and adversely affects the ability of either party to perform any obligation hereunder (except for payment obligations), and if such act, event or condition is APPENDIX A-4 77 beyond the reasonable control and is not also the result of the willful or negligent action, inaction, or fault of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement, the time for fulfilling that obligation shall be extended day-by-day for the period of the uncontrollable circumstance; provided, however, that the contesting in good faith or the failure in good faith to contest such action or in action shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Subject to the foregoing, such acts or events shall include the following: (1) an act of God (but not including reasonable anticipated weather conditions for the geographic area of the Town or Disposal Site) hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; (2) the failure of any appropriate federal, state, county, town or local public agency or private utility having Jurisdiction in the areas in which the Transfer Station or Disposal Site is located to provide and maintain utilities, services, water and sewer lines and power transmission lines which are required for the operation or maintenance of the Transfer Station or Disposal Site; (3) governmental pre-emption of materials or services in connection with a public emergency or any condemnation or other taking by eminent domain of any portion of the transfer Station or Disposal Site; and (4) the presence of hazardous waste upon, beneath or migrating from the Transfer Station. It is specifically understood that none of the following acts or conditions shall constitute uncontrollable circumstances: (a) general economic conditions, interest or inflation rates, or currency fluctuations; (b) the financial condition of the Town, the Contractor, any of its affiliates or any sub-contractor; (c) union work rules, requirements or demands which have the effect of increasing the number of employees employed otherwise increase the cost to the Contractor of operating its haul operation or the Disposal Site (d) equipment failure; (e) any impact of prevailing wage law, customs practices on the Contractor's costs; (f) any act, event or APPENDIX A-5 78 circumstances occurring outside of the United States, or (g) any change in law or in the permit conditions or status of the Transfer Station Disposal Site or alternate Disposal Site. IX. SUBONTRACTS Contractor shall not enter into any subcontracts in connection with the services to be performed by Contractor hereunder without the prior written approval by the town of such subcontracts. All such subcontracts shall make express reference to the terms and conditions of this agreement and shall obligate the subcontractor to comply with all applicable federal, state and local laws, ordinances or regulations relating to the services to be performed under the subcontract. In the event the subcontractor is required to fumish any insurance or bonds for the benefit of Contractor, the Town shall also be named as an additional insured or obliges. X. PREVAILING WAGE RATES Contractor agrees to comply with the provisions of the New York State Labor Law relating to the payment of prevailing wage rates to the extent applicable, or the applicable State Law in the state of disposal. In the event that at any time during performance under this Agreement the Contractor is required to increase the wages paid to any of its employees as a result of such requirement, all costs be borne exclusively by Contractor. XI. FORCED ACCOUNTING In the event the Town directs the Contractor, by written authorization signed either by the Town Supervisor or Town's Solid Waste Coordinator, to perform additional services beyond the scope of those described in this Agreement, the Contractor shall be compensated for such additional services on the following basis: TOTAL COMPENSATION FOR ADDITIONAL SERVICES = DIRECT LABOR COST + DIRECT MATERIAL COST + OVERHEADO + PROFIT For the purposes of this Section: APPENDIX A-6 79 A. DIRECT LABOR COST shall include hourly wages, including overtime premiums actually paid plus the following fringe benefits-associated with those wages - group medical, group life insurance, pensions, FICA, uniforms, safety equipment or special tools. These fringe benefits shall be separately identified and shall not duplicate fringe benefits paid in connection with work performed within the scope off the Agreement. B. DIRECT MATERIAL COST shall be those costs actually paid by Contractor for materials utilized by Contractor in performance of the additional services. The costs for such materials shall not include sales tax for any materials which constitute personal property incorporated into the structures, buildings, or real property of the Town since such personal property is exempt from taxation York State Tax Law, under Section 1115 of the New York State Tax Law. C. OVERHEAD shall be 10% of the total of the Direct Labor Costs and the Direct Material Costs, D. PROFITS shall be 5% of the total of the Direct Labor Costs, the Direct Material Costs and the Overhead. XII. CONTRACTOR'S OPERATIONS AND PROCEDURES REPORTS Contractor will provide the operating plan and supporting data listed in Sections A and B of the Solicitation to the Town for review and acceptance. Contractor will update the plan as necessary and furnish copies of those updates to the Town. XIII. DEFAULT In the event the Contractor fails co' perform its obligations under the Agreement, the Town may terminate the Agreement, procure the services from other sources and hold the Contractor responsible for any costs incurred. This Town also may deduct such costs from payments owing to the Contractor and/or draw upon the Performance Bond as full or partial reimbursement for such excess costs. The Town reserves the right to terminate the Agreement for just cause. XIV. SERVICE AGREEMENT The Contractor shall be obligated to provide the Town with disposal services without regard to the permit status of its Disposal Site. In the event that Contractor submits a APPENDIX A-7 80 Bid for a Disposal Site for which Contractor does not currently have all necessary federal and state permits, or which after the acceptance of the Bid loses its permitted status, Contractor shall, at its sole risk and expense, be responsible for obtaining and/or renewing its permits or providing the Town an alternate Solid Waste Disposal Site at no additional cost (disposal plus any additional hauling) to the Town. The parties agree that this is a full service Agreement and failure of the Contractor to provide the identified Disposal Sits or acceptable alternative Disposal Site, on or after the commencement date shall constitute a breach of this Agreement. The Contractor accordingly shall not be excused from its obligations hereunder by reason of any failure to obtain or maintain its permits at the identified Disposal Site. XV. LIMITATION OF FUNDS The Contractor agrees that this Agreement shall be deemed executory only to the extant of the funds currently available for the purposes of this Agreement and that the Town incurs no liability beyond those available by authorization of the Town Board as of the date of this Agreement. XVI. DISPUTES/ARBITRATION Any disputes between the parties to this Agreement may be referred to arbitration by mutual agreement of the parties. Absent such an agreement, any actions or claims by either party hereto shall be commenced in Supreme Court, Suffolk County, New York. In the event the parties agree to arbitrate a dispute, such arbitration shall be conducted in accordance with the rules of the American-Arbitration Association. In no event shall any demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitations. An award rendered by arbitrators following any such arbitration shall be final and Judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. XVII. MISCELLANEOUS A. This Agreement shall be governed by the laws of the State of New York. B. Contractor shall not assign, convey or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Town. APPENDIX A-8 81 C. This Agreernent, including all Exhibits and documents referred to herein, along with the Specifications, Solicitation and the Bid, and all Appendices and Exhibits thereto, represent the entire agreement between the Town and Contractor relating to the Services to be performed hereunder. This Agreement may be modified only by written agreement of Contractor and the Town. D. To the extent of any inconsistency among the documents constituting the agreement of the parties, the priority among those documents shall be: 2. 3. 4. This Agreement; Exhibits hereto; The Solicitation including Appendices; Contractor's Bid. E. Without limiting any other right and/or remedy which the Town may have at law or under this Agreement, if the Contractor is adjudged bankrupt or makes an assignment for the benefit of creditors or s receiver is appointed for the Contractor or any insolvency arrangement proceedings are instituted by or against the Contractor, the Town may terminate this Agreement. F. Contractor agrees that it will conduct itself consistent with its status, said status being that of an independent contractor and, Contractor, its employees or agents will neither held themselves out nor claim to be an officer or employee of the Town of Southold nor make claim to any right accruing thereto including, but not limited to, Worker's Compensation, Unemployment Benefits, Social Security or retirement membership or credit. G. If any provision of this Agreement shall for any reason he held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement and this Agreement shall be enforced as if such invalid and unenforceable provision had not been contained herein. H. Contractor agrees that it shall not discriminate and that it shall cause there to be no discrimination against any employee who is employee in the work, or against any APPENDIX A-9 82 applicant for such employment, because of race, religion, color, sex, age, marital status, handicap or national origin in any manner prohibited by the laws of the United States or of the State of New York. These requirements shall include, but not be limited to, the following: employment; upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. XVIII. NOTICES All notices required to be given hereunder shall be made in writing by first class mail addressed as follows: If to the Town: With a copy to: Supervisor of the Town of Southold P.O. Box 1179 Southold, New York 11971 Solid Waste Coordinator, Town of Southold P.O. Box 962 Cutchogue, NY 11935 If to the Contractor: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. TOWN OF SOUTHOLD By: Scott A. Russell, Supervisor By: APPENDIX A- 10 83 APPENDIX B NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION PERMIT 84 NEW YORK STATE DEPARTMF~NT OF ENVIRONMENTAL CONSERVATION Bmqd~no~ 40 - SUN'Y, Stony Brook, New York 11790-2356 Phone (516) 444-0375 Fax (516) 4.~4.4 0231 Joim P. ~ Acting Commissioner Jim Bunchuk Solid Waste Coordinator -Town of Southold PO Box 962 Cutchogue, New York 11935. Dear Mr. Bunchuk: Enclosed is a validated copy of your registration form submitted to the New York State Department of Environmental Conservation pursuant to 6 NYCRR Part 360, to register the existing municipal solid waste transfer operation. This letter only acknowledges receipt of your registration form and does not, in any way, verifies that the information provided on the form is true or correct. In addition, you are responsible for obtaining any other permits and approvals that may be required; and for complying with all other applicable State and Federal laws, rules, regulations and all other applicable local ordinances including, but not limited to, zoning ordinances, building codes, Fire Marshal codes, etc. This registered activity shall in no way conflict with any mined land reclamation permit and approved reclamation plan. You are reminded that 6 NYCRR Part 360 contains various requirements that must be followed to warrant your facility's continued status as a registered facility. This information was provided in the registration package. If you have any questions regarding this matter or need an additional copy of the registration requirements, please contact me at the above telephone number. /l['r~t hon~f~/~ava, P.E. RegionarSolid and Hazardous Materials Engineer AJC:ek enc. 'ypeor Priflt.c(early THIS IS NOT A UPA PERMIT 1. FACILITY NAHE AND LOCATION DEC ADMINI~STRATION # FACILITY O~NER'S HAHE hold y Road 4~ ~aiLin~ Address C J ty/Vi L Legs CJ ty/Town/V J I [ age outhotd State/Zip Code SoT~b. old county Suf:clk ~ew York 1~99~ Telephone N~r TeLephone Number FACILITY OPERATOR'S NAME (if different) Same Mailing Address SITE Ot~ER'S NAME (if different) Same Mai t ing Address City/Town/Village State/Zip Cede State/Zip Code Telephone Nt~nber Telephone Number ) 5. TYPE OF FACILITY REGISTRATION (check att applicable boxes E~Ener9~ Recovery %ncinerators or Pyrolysis Units [360-3.1(c)] Iand AppLication and sludge Storage Faci I ities ~posting and Other Distributien and Marketing Facilities '~'~60-5.3(b)] I r-~Land clearing Debris Landfills three acres or less [$60-?o2(e)1 . ~]Transfer Statlo~ CmunicipaHy owned/operated/contracted) receiving Less than 50,000 cubic yards or 12,500 tons of household solid waste annually [~60-11.1(b)(1)] J-~Trensfer Stations (mUnicipally owned/operated/contracted) receiving Less than 50,000 cubic yards or 12,500 tens of centaJnertzed solid waste annually [~60-11o1(b)(2)] ~--~Other Facilities not specifically described above, Specify Type 6. SOLID gASTE HANDLED 7. e. List ~astea end/or materiels to be accepted.._~L,~ Hunicipal Solid Waste 8. b. Quantity (Specify ~tt~ -mae instructions) design c~pacity ~, DOu Ton.s storage on site 0 City/Tow~/ViLiage [--]Source Separated, Nonputrescibte Solid Uaste Recyctebtes Handling and Hecovery Facilities ~60-12.1(d)] ~luaste TLre Retreaders (360-1~.1(d)(1)(J)] ~aste Tires S~or~ for ~-sJte Energy R~ ~-1~.1(d)(1)(J{)] ~Tire Dealers Selling ~aste Tires ~-13.1(~1JJ)] ~Tire Ma~facturing Facilities ~60-13.1(d)(1)(iv)] ~ProcessJng Facilities ReceJvJ~ ~ty Recognizable Uncont~inat~ Concrete, As~a~t Pav~t, Brick, or R~k ~60-16.1(d)(1)({)] ~Unc~tamJnet~ Unedultermt~ ~o~ Pr~essJ~ Facilities ~60-16.1(d)(1)(~ ~)] OPERATIONS SCHEDULE - Normal schedule of ~paretJon 7:00 am- 5:00 pm, 7 days per week NAHE(S) OF ALL HUNICIPALITIES SERVED To%/n of SouChol(~ Village of Breenport CERTIFICATION; I hereby affirm under penalty of perjury that information pro.~ed on this form and attached state~ents end exhibits was prepared by ~e or ~¢ler ~y svpervision and direction and is t~'ue to the best of my knowledge and belief, and that I have the authority es ~u~ervzsor (titLe) of Town of Southold .(Entity) to sign this registration fora pursuant to 6 #YCRH Part '~60. By signing this registration form~ ! affirm that ! have reed the apfltJcabie regulations end wilt abide by alt conditions of the registration requir~nt~. I ~ aware that any .false ~rein is punishable os · CLass A misd~eanor pursuant to Section 210.45 of the PensI Law. ~ Mo. Year ~d~/Typed Na~e I ;-% ;~. ,A , I Dsy " ' ' " ' %¢ REG IS]'RANT~ VA[.tD ,~OP¥ #3 · /~r~n ~tllrn~d hv D~.~ APPENDIX C Town of Southold Accident Report 87 Date & Time of Incident Type of IncidentJAccident: Trip & Fall or Bodily Injury Vehicle Damage. to PrOperty ~ Other Location of IncidentJAccident Descrip~on of Incident/Accident DeSCHp~on ofl~uHes InJured's Name & Address & Date of~Bit~d~ Medical Care Given? VVhat cam was given? ,: , By,whom? AnyOne taken to hospital? Witness Name & Address REMARKS: Hospital Name Reported by (Signature) Date & ~me Reported to Department Head Signature of Dept. Head: Date & Time Date & Time 8100 Edition .TOWN OF SOUTHOLD