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HomeMy WebLinkAboutResolution - 4906 - Agreement-Laidlaw Environmental Services Inc-Hazardous Waste Collection Program - 07/27/1995Resolution No. 4906 July 27, 1995 Item #14 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Services Agreement by and between the City of Lubbock and Laidlaw Environmental Services, Inc., for a household hazardous waste collection program, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this ATTEST: JES j"DLAW.RES ccdocs/July 17, 1995 Resolution No. HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT This Agreement, dated this 2? t-bday of jay 1995 by and between the City of Lubbock, Texas (the Sponsor) and Laid aw Environmental Services (TES), Inc., a Texas corporation, (LES), states as follows: WHEREAS the iSponsor desires to conduct a Household Hazardous Waste Collection Program to provide a e, convenient place where citizens of Lubbock, Texas can dispose of stored :household bazar ous wastes, and WHEREAS the Sponsor desires to hire a professional contractor knowledgeable and experienced in conductiing such a waste disposal program, and WHERFAS LES has represented that it is staffed with personnel knowledgeable and experienced in conduc4g such a waste disposal program. WITNESSETH: Now, therefore, lin consideration of the mutual promises and benefits of this Agreement, the Sponsor and LES a ree as follows: I m to f LES. The Sponsor agrees to hire LES and LES agrees to act as the Sponsor's contractor to conduct the Household Hazardous Waste Collection Program on October 21, 1995. II. SQ= oj Services. LES shall perform in a good and professional manner the services identified in a Sponsor's Request for Proposal dated June 8, 1995, as modified by LES's Proposal dated Yune 29, 1994, copies of which are attached hereto and incorporated by reference, as well as the services listed in this Agreement. Any conflict between the terms of this ;Agreement and the terms of the Request for Proposal or the Proposal will be governed by the, terms of this Agree4nent. A. LES shall have present at the collection site employees or agents of LES as described in the Proposal trained in the identification of hazardous and acutely hazardous wastes (collectively **astes") as defined by federal or state laws or regulations, and such materials and equipment as are necessary to handle, containerize, label, load and transport such Wastes from the Sponsor's service area in a manner conforming to state and federal laws and regulations. B service area, only frc at the site as being i approved by such ref C. responsibility for and at the site nor accept their C1 Sodium Dioxin associated Was the Sponsor will comp the 'fee schedule. S shall accept Wastes, for transportation and disposal from the Sponsor such individuals as are designated by a Sponsor representative present dents of the Sponsor service area, and only in such amounts as are :ept as provided in Paragraphs d and a below, LES disclaims all Imes no liability for the following Wastes which it will neither handle disposal: d Gras Cylinders, Explosives or Shock Sensitive Materials and m, Unknown Materials, Radioactive Materials, Infectious or y Active Materials, Dioxin, Tri, Tetra and Pentachlorophenols and opienoxy derivative Acids, Esters, Ethers, amine and other' Salts (i.e., ntwhlorophenate, 2,4,5-T, Silvex and 2,4,5 -TP). from households only will be handled by LES through incineration and ate LES for packaging, transportation, and disposal in accordance with D. If a citizen brings any Waste chemical listed in Paragraph c other than those listed in Paragraph d to the collection station, and if the Sponsor decides to accept the Waste, LES will package the material for the Sponsor and the Sponsor will compensate LES for packaging services in arardance with the fee schedule in the Proposal. LES will endeavor to arrange for disposal o such' material with a properly permitted and licensed Subcontractor; however, if either the isposal arrangements or the charges for such disposal are unsatisfactory to the Sponsor, then further management and disposal of such material shall be the sole responsibility of the S nsor. III. 'm f erf rmance. LES shall begin the services to be performed under this Agreement upon Notice to Proceed from the Sponsor, and shall undertake such services to assure readiness for and suoms ifid completion of the Household Hazardous Waste Collection Program. IV. T=in gn, 'Either party may terminate this Agreement upon sixty (60) days prior written notice to 1 other 'remedy the part continue to completior shall pay for any such V. Exase to accept for servicing in the :event of: act t adequate fuel, power, i with governmental reqs governmental permits c or apparatus; national of such party; labor tr required to settle a lat delivery, transportation VI. COMRO accordance with the pri Payment terms are nett Sponsor's obligations i determine as a result o that LES incurs for de resulting from Sponsor agreetnat, in the event month Will be added to be calculated on the nu payment is received concerning an invoice. fees incurred in eollecs Sponsor shall p imposed by legislation! Agreement and levied e other, provided that such termination shall be without prejudice to any may have. In the event of termination, any work in progress will i i unless specified otherwise in the notice of termination. The Sponsor work iinj progress that is completed by LES and accepted by the Sponsor. k erformance. The Sponsor's obligation to deliver and LES's obligation y waste pursuant to this Agreement may be suspended by either party f God, war, riot, fire, explosion, accident, flood, sabotage; lack of w material, labor, containers, or transportation facilities; compliance gists, laws, regulations, orders or actions; revocation or modification of other required licenses or approvals; breakage or failure of machinery defense requirements or any other event beyond the reasonable control ble, strike, lockout or injunction (provided that neither party shall be or dispute against its own best judgment); which event prevents the acceptance, treatment, incineration, or disposal of the waste. ration- and payment. The Sponsor agrees to pay LES for its services in ce and terms of payment set forth in the attachments to this Agreement. 30 c ays from invoice. The parties agree that damages for breach of mder� this portion of the contract would be difficult or unpractical to 'the difficulty of precisely measuring the additional administrative costs nqueht accounts. Because of the difficulty in determining the damages s breach of its obligation to make payment when due, LES and Sponsor Sponsor fails to make payment when due, an amount equal to 1.5 % per ill amounts outstanding for more than thirty (30) days. This amount will iber of days in excess of thirty (30) days past the invoice date to the date t LES. Sponsor is responsible for notifying LES of any question In addition, Sponsor shall be responsible for collection agency or legal ng payment of an invoice. �imburse LES for taxes tariffs fees surcharges or other charges or recycling or disposal of legislation and upon subrr 7 f 1 9 ulations enacted or promulgated after the execution date of this tally upon the transportation, treatment, storage, incineration, waste upon thirty (30) days written notice of such change in n by LES of evidence that such charges have been levied or paid. t VII. Generato LES shall be deemed to be the "Generator", for recordkeeping and paperwork purpow, of all Wastes accepted by LES during the Household Hazardous Waste Program from residents of the Sponsor's service area. VIII. UoensesJ LES certifies, that on the day of collection, it will have: A. Valid Environmental Protection Agency ("EPA") identification numbers for transportation and storage of hazardous and acutely hazardous Wastes; and S.Jvalid (state) permit for transportation of hazardous Wastes', IX. nsuLES shall procure and maintain, at its expense during the term of this Agreement, at leasfollowing insurance covering the services to be performed under this Agreement: (a) Ws Compensation - $1,000,000 or statutory; (b) Employer's Liability - $5,000,000 per ecce; (c) General Liability (bodily injury and property damage) - $5,000,000 per oocurre ice, $10,000,000 annual aggregate combined single limit; (d) Automobile Liability - $5,000, per occurrence combined single limit; (e) Pollution Legal Liability - $5,000,000 per oxu ence $10,000,000 annual aggregate; (f) MCS -90 Endorsement for hazardous materials sportation - $5,000,000. At least 10 days before the first collection day, LES shall provide the ponsor with'a Certificate of Insurance showing coverages a, b, c and d' above, naming the S sor as certificate holder and noting the Sponsor's interest. LES shall. also provide copies of ocuments demonstrating coverages a and f above. X. T' Title to all identified waste accepted by LES at the site from: residents of the Sponso 's service area for transport and disposal by LES shall pass directly from such residents to LES t the `time of its acceptance. X1. . LES warrants that it understands the curreandv known hazards and: suspected hazards w ch are presented to persons, property and the environment by the transportation, treatm t and disposal of Wastes. LES further warrants that it will perform all services under this A Bement in a safe, efficient, and lawful manner using industry -accepted practices, and in full rnpUmce with all applicable state and federal laws and regulations.. Sponsor warrants that i is in compliance with all applicable state and federal laws governing its activities under this A cement, and that it is under no legal restraint or order which would prohibit transfer of po session or title of collected Wastes to LES or prohibit the servicing of such waste or LES's ortnance of services under this Agreement. Sponsor will cooperate and/or assist LES, as equested, with its defense, negotiation, adjustment and or settlement of a claim against Spo XII. Indemni cation. A. shall indemnify, hold harmless and defend the Sponsor from and against any and all Rhilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident then (including cost of defense, settlement, and reasonable attorney's fees) which may be alleged Inst the Sponsor or which the Sponsor may incur, become responsible for, or pay out as a res At of death or bodily injury to any person, destruction or damage to any property, contaminatio a of or adverse effects on the environment, or any violation or alleged violation of governmen il laws, regulations or orders, to the extent that such damage was caused by LES's or LES's ag tits' negligent, willful or intentional act or omission, breach of contract or a failure of LES's vIamarlties to be true, accurate or complete. B. to the extent allowed by law, the Sponsor shall indemnify, hold harmless and defend LES from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable . attorney's fees) whichy be alleged against LES or which LES may incur, become responsible F-r;ul'l LHiDLNIJ for, or'pay out as ares t of death or bodily injury to any person, destruction or damage to any property, contvninatior of or adverse effects on the environment, or any violation or alleged violation of government laws, regulations or orders, to the extent that such damage was caused. by the Sponsor's or th Sponsor's agents' negligent, willful or intentional act or omission, breach of contract or a ' ure of the Sponsor's warranties to be true, accurate or complete. XIII. Independent Contractor. LES is and shall perform this agreement as an independent contractor and, as such, shall have and maintain complete control over all of its: employees and operations. Neither LES nor anyone employed by it shall be, represent, act, purport to act, JILMMESP to be the agent, representative, employee or servant of the Sponsor. XIV,No modification of this Agreement. shall be binding on LES or the Sponsor unlessting signed by both parties, except however that the Price List may be modified bng. thirty (3Q) days written notice to the Sponsor. XV.he titles of the paragraphs of this Agreement are inserted for convenience only and shall be disregarded in construing or interpreting the. provisions of this Agr ent.. XVI. Complet ess 6f A ent, This Agreement and any documents incorporated by reference herein contain all the terms and conditions agreed to by the Sponsor and LES, and no other agreements, oral ori otherwise, regarding the subject matter of this Agreement or any part thereof shall have Jany validity or bind any of the parties hereto. XVII. When .' Re N t W -Lycd, In no event shall the malring by the Sponsor of any paymer it to LES constitute or be construed as a waiver by the Sponsor of any. breach of covenant, or any default which may then exist, on the part of LES, and the making of any such payment t y the Sponsor while any such breach or default exist shall in no way impair or prejudice any right or remedy available to the Sponsor with respect to such breach or default. Any waiver b either party of any provision or condition of this Agreement shall not be construed or decreec I to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subs uent breach of the same provision or condition, unless such waiver be expressed in writing b the party to be bound. XVIII. nnel. LES represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. LES is and shall perform this agreement as an independent contractor, and as such, shall have and maintain. complete control over all its' employees and operation. XIX. Non-Discrimi ' n Favi i n. During the performance of this Agreement, LES agrees as follows: A. will not discriminate against any employee or applicant for employment because o ra ce; religion, color, sex or national origin, except where religion, sex or national origin is a a fide occupational qualification reasonably necessary to the normal operation of LES. airees to post in conspicuous places, available to employees and applicants for employn ent, notices setting forth the provisions of the nondiscrimination clause. B. I, -ES, iii all solicitations or advertisements for employees placed by or on. behalf of LES, will state that LES is an equal opportunity employer. C. ly(o", advertisements and solicitations placed in accordance with federal law, rule or regulation' shall I be deemed sufficient for the purpose of meeting the requirements of this section. . JUL-•18-1995 15:21 FROM LAIDLAW TES SALES TO 918067621946 P.06 XX. Notices. 'Any notices, bills, invoices or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the address noted below: If to the Sponsor Steve Johnson City of Lubbock, Texas P. O. Box 2000 Lubbock, Texas 79457 If to LES: Wdlaw Environmental Services {TES), Inc. 500 Battleground Road La Porte, Texas 77571 Attn: William B. Hallam with a copy to: 1 Laidlaw Environmental Services, Inc. i 220 Outlet Pointe Blvd. (29210) p. Q. Box 210799 (29221) Columbia, South Carolina Attn: Legal ]department Sponsor shall give written notice to LES of a claim for indemnification under paragraph 12 of this Agreement within !fifteei (15) days following Sponsor's first knowledge of the event or occurrence which gives rise'to that claim. Upon receipt of notice, and determination by LES that Sponsor his a valio claim for indemnification, LES shall have the right to retain counsel to defend, negotiate, adjust, and/or settle a claim against Sponsor and LES will pay reasonable attorney's fees and other litigation expenses. LBS has no obligation to indemnify Sponsor when Sponsor does not provide timely notice of a claim allowing LES the timely opportunity to defend, negotiate, adjust, and/or settle the claim. XM, Qnvemii& Lam The Sponsor and LES agree that the validity and construction of this Agreement shall be governed by the laws of Texas, except where preempted by federal law. XXII. Patent, infdngmeat. LES agrees to hold harmless and defend Sponsor against all liabRity for claims for pa§t, present or future patent infringement relating to any apparatusi. process, design, produIct, composition or structure which is made, constructed, used, sold, practiced or supplied b LFS{ to Sponsor for the purpose of fulfilling the terms of this Agreement accept to the extent that Sponsor directed LES to use a specific product or process, which utilization resulted in In the 6f ingement. 3=. Mj� i . If any section, subsection, sentence orclause of thisA meat small be illegal, invalid or unenforceable such illegality, invalidity, or unenforceability shall Jot affect the legality, validity or enforceability of the Agreement as a whole or of any sectio4, subsection, sentence or clause hereof not so adjudged. IN WI'FMS WHEREOF, the City of Lubbock and LES have executed this Agreement as of the date first writtb n above. CITY OF LUBBOCK: LAIDLAW ENVIRONMENTAL SERVICES (rES), INC. BY: _ - BY: DAVID R. LA$GSTON, MAYOR William B. Hallam, Vice President { ATTEST*. Corporate Seal: Betty M. Johnson, Cixy Secretary APPROVED AS TO CONTENT: Steven D. John�on, Solid Waste Superintendent APPROVED AS TO Jean E. Shotts, Jr., Trial Attorney CONTRACT FOR CITY OF LUBBOCK, TEXAS REQUEST FOR PROPOSAL RFP #13307 Collection, Transportation and Disposal of Household Hazardous Waste Prepared by: Laidlaw Environmental Services (TES), Inc. 500 Battleground Road LaPorte, Texas 77571 Florence Jackson, Point of Contact 800-446-5777 or 713-478-7633 June 29, 1995 HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT This Agreement, dated this M day of, 1995 by and between the City of Lubbock, Texas (the Sponsor) and Laidlaw Environmental ervices (TES), Inc., a Texas corporation, (LES), states as follows: WHEREAS the Sponsor desires to conduct a Household Hazardous Waste Collection Program to provide a safe, convenient place where citizens of Lubbock, Texas can dispose of stored household hazardous wastes, and WHEREAS the Sponsor desires to hire a professional contractor knowledgeable and experienced in conducting such a waste disposal program, and WHEREAS LES has represented that it is staffed with personnel knowledgeable and experienced in conducting such a waste disposal program. WITNESSETH: Now, therefore, in consideration of the mutual promises and benefits of this Agreement, a the Sponsor and LES agree as follows: I. Employment of LES. The Sponsor agrees to hire LES and LES agrees to act as �., the Sponsor's contractor to conduct the Household Hazardous Waste Collection Program on October 21, 1995. H. Scoff of Services. LES shall perform in a good and professional manner the services identified in the Sponsor's Request for Proposal dated June 8, 1995, as modified by LES's Proposal dated June 29, 1994, copies of which are attached hereto and incorporated by reference, as well as the services listed in this Agreement. Any conflict between the terms of .• this Agreement and the terms of the Request for Proposal or the Proposal will be governed by the terms of this Agreement. A. LES shall have present at the collection site employees or agents of LES r as described in the Proposal trained in the identification of hazardous and acutely hazardous wastes (collectively "Wastes") as defined by federal or state laws or regulations, and such materials and equipment as are necessary to handle, containerize, label, load and transport such s - Wastes from the Sponsor's service area in a manner conforming to state and federal laws and regulations. B. I.ES shall accept Wastes, for transportation and disposal from the Sponsor service area, only from such individuals as are designated by a Sponsor representative present at the site as being residents of the Sponsor service area, and only in. such amounts as are approved by such representative. C. Except as provided in Paragraphs d and a below, LES disclaims all responsibility for and assumes no liability for the following Wastes which it will neither handle at the site nor accept for disposal: ?" Compressed Gas Cylinders, Explosives or Shock Sensitive Materials and Ammunition, Unknown Materials, Radioactive Materials, Infectious or Biologically Active Materials, Dioxin, Tri, Tetra- and Pentachlorophenols and !� their Chlorophenoxy derivative Acids, Esters, Ethers, amine and other Salts (i.e., Sodium Pentachlorophenate, 2,4,5-T, Silvex and 2,4,5 -TP). Dioxin associated Wastes from households only will be handled by LES through incineration and the Sponsor will compensate LES for packaging, transportation, and disposal in accordance with the fee schedule. I D. If a citizen brings any Waste chemical listed in Paragraph c other than those listed in Paragraph d to the collection station, and if the Sponsor decides to accept the r" Waste, LES will package the material for the Sponsor and the Sponsor will compensate LES for packaging services in accordance with the fee schedule in the Proposal. LES will endeavor to arrange for disposal of such material with a properly permitted and licensed Subcontractor; however, if either the disposal arrangements or the charges for such disposal are unsatisfactory to the Sponsor, then further management and disposal of such material shall be the sole responsibility of the Sponsor. M. Time of Performance. LES shall begin the services to be performed under this L Agreement upon Notice to Proceed from the Sponsor, and shall undertake such services to assure readiness for and successful completion of the Household Hazardous Waste Collection Program. r IV. Termination. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other, provided that such termination shall be without prejudice to any other remedy the party may have. In the event of termination, any work in progress will continue to completion unless specified otherwise in the notice of termination. The Sponsor shall pay for any such work in progress that is completed by LES and accepted by the Sponsor. V. Excuse of Performance. The Sponsor's obligation to deliver and LES's obligation to accept for servicing any waste pursuant to this Agreement may be suspended by either party in the event of: act of God, war, riot, fire, explosion, accident, flood, sabotage; lack of adequate fuel, power, raw material, labor, containers, or transportation facilities; compliance with governmental requests, laws, regulations, orders or actions; revocation or modification of governmental permits or other required licenses or approvals; breakage or failure of machinery or apparatus; national defense requirements or any other event beyond the reasonable control of such party; labor trouble, strike, lockout or injunction (provided thatneither party shall be required to settle a labor dispute against its own best judgment); which event prevents the �• delivery, transportation, acceptance, treatment, incineration, or disposal of the waste. VI. Compensation and Payment. The Sponsor agrees to pay LES for its services in accordance with the price and terms of payment set forth in the attachments to this Agreement. Payment terms are net 30 days from invoice. The parties agree that damages for breach of Sponsor's obligations under this portion of the contract would be difficult or impractical to determine as a result of the difficulty of precisely measuring the additional administrative costs that LES incurs for delinquent accounts. Because of the difficulty in determining the damages resulting from Sponsor's breach of its obligation to make payment when due, LES and Sponsor agree that, in the event Sponsor fails to make payment when due, an amount equal to 1.5 % per month will be added to all amounts outstanding for more than thirty (30) days. This amount will be calculated on the number of days in excess of thirty (30) days past the invoice date to the date payment is received at LES. Sponsor is responsible for notifying LES of any question concerning an invoice. In addition, Sponsor shall be responsible for collection agency or legal fees incurred in collecting payment of an invoice. Sponsor shall reimburse LES for taxes, tariffs, fees, surcharges, or other charges imposed by legislation or regulations enacted or promulgated after the execution date of this Agreement and levied specifically upon the transportation, treatment, storage, incineration, r recycling or disposal of the waste upon thirty (30) days written notice of such change in legislation and upon submission by LES of evidence that such charges have been levied or paid. i Y VII. Generator Status. LES shall be deemed to be the "Generator", for recordkeeping and paperwork purposes, of all Wastes accepted by LES during the Household Hazardous Waste Program from residents of the Sponsor's service area. VIII. Licenses. LES certifies, that on the day of collection, it will have: A. Valid Environmental Protection Agency ("EPA") identification numbers ^' for transportation and storage of hazardous and acutely hazardous Wastes; and B. A valid (state) permit for transportation of hazardous Wastes. IX. Insurance, LES shall procure and maintain, at its expense during the term of this Agreement, at least the following insurance covering the services to be performed under this Agreement: (a) Worker's Compensation - $1,000,000 or statutory; (b) Employer's Liability - $5,000,000 per occurrence; (c) General Liability (bodily injury and property damage) - $5,000,000 per occurrence, $10,000,000 annual aggregate combined single limit; (d) Automobile Liability - $5,000,000 per occurrence combined single limit; (e) Pollution Legal Liability - $5,000,000 per occurrence, $10,000,000 annual aggregate; (f) MCS -90 Endorsement for hazardous materials transportation - $5,000,000. At least 10 days before the first collection day, LES shall provide the Sponsor with a Certificate of Insurance showing coverages a, b, c and d above, naming the Sponsor as certificate holder and noting the Sponsor's interest. LES shall 7 also provide copies of documents demonstrating coverages a and f above. X. Title to Waste. Title to all identified waste accepted by LES at the site from residents of the Sponsor's service area for transport and disposal by LES shall pass directly from such residents to LES at the time of its acceptance. M. Warranty. LES warrants that it understands the currently known hazards and 7 suspected hazards which are presented to persons, property and the: environment by the transportation, treatment and disposal of Wastes. LES further warrants that it will perform all services under this Agreement in a safe, efficient, and lawful manner using industry -accepted practices, and in full compliance with all applicable state and federal laws and regulations. Sponsor warrants that it is in compliance with all applicable state and federal laws governing its activities under this Agreement, and that it is under no legal restraint or order which would prohibit transfer of possession or title of collected Wastes to LES or prohibit the servicing of such waste or LES's performance of services under this Agreement. Sponsor will cooperate and/or assist LES, as requested, with its defense, negotiation, adjustment and or settlement of a claim against Sponsor. XII. Indemnification. A. LES shall indemnify, hold harmless and defend the Sponsor from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable attorney's fees) which may be alleged against the Sponsor or which the Sponsor may incur, become responsible for, or pay out as a result of death or bodily injury to any person, destruction or damage to any E property, contamination of or adverse effects on the environment, or any violation or alleged violation of governmental laws, regulations or orders, to the extent that such damage was caused by LES's or LES's agents' negligent, willful or intentional act or omission, breach of contract t or a failure of LES's warranties to be true, accurate or complete. B. To the extent allowed by law, the Sponsor shall indemnify, hold harmless and defend LES from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable attorney's fees) which may be alleged against LES or which LES may incur, become responsible r for, or pay out as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment, or any violation or alleged �^ violation of governmental laws, regulations or orders, to the extent that such damage was caused by the Sponsor's or the Sponsor's agents' negligent, willful or intentional act or omission, breach of contract or a failure of the Sponsor's warranties to be true, accurate or complete. XIII. Ind=dent Contractor. LES is and shall perform this agreement as an independent contractor and, as such, shall have and maintain complete control over all of its employees and operations. Neither LES nor anyone employed by it shall be, represent, act, purport to act, or be deemed to be the agent, representative, employee or servant of the Sponsor. XIV. Modification. No modification of this Agreement shall be binding on LES or the Sponsor unless set out in writingsigned by both parties, except however that the Price List may �^ be modified by LES providing thirty (30) days written notice to the Sponsor. XV. Headings. The titles of the paragraphs of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting the provisions of this Agreement. ° XVI. Completeness of Agreement. This Agreement and any documents incorporated by reference herein contain all the terms and conditions agreed to by the Sponsor and LES, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto. XVII. When. Rights and Remedies Not Waived. In no event shall the making by the Sponsor of any payment to LES constitute or be construed as a waiver by the Sponsor of any breach of covenant, or any default which may then exist, on the part of LES, and the making of any such payment by the Sponsor while any such breach or default exist shall in no way impair or prejudice any right or remedy available to the Sponsor with respect to such breach or default. Any waiver by either party of any provision or condition of this Agreement shall not �.• be construed or decreed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. r- XVIII. Personnel. LES represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. LES is and shall perform this agreement as an independent contractor, and as such, shall have and maintain r complete control over all its employees and operation. . „ M. Non -Discrimination Provision. During the performance of this Agreement, LES agrees as follows: ' A. LES will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal r" or of LES. LES agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the nondiscrimination clause. B. LES, in all solicitations or advertisements for employees placed by or on behalf of LES, will state that LES is an equal opportunity employer. C. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements } of this section. XX. Notices, Any notices, bills, invoices or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the address noted �^ below: If to the Sponsor: Steve Johnson City of Lubbock, Texas P. O. Box 2000 Lubbock, Texas 79457 If to LES: Laidlaw Environmental Services (TES), Inc. 500 Battleground Road LaPorte, Texas 77571 Attn: William B. Hallam with a copy to: Laidlaw Environmental Services, Inc. 220 Outlet Pointe Blvd. (29210) P. O. Box 210799 (29221) Columbia, South Carolina Attn: Legal Department Sponsor shall give written notice to LES of a claim for indemnification under paragraph 12 of this Agreement within fifteen (15) days following Sponsor's first knowledge of the event or occurrence which gives rise to that claim. Upon receipt of notice, and determination by LES that Sponsor has a valid claim for indemnification, LES shall have the right to retain counsel to defend, negotiate, adjust, and/or settle a claim against Sponsor and LES will pay reasonable attorney's fees and other litigation expenses. LES has no obligation to indemnify Sponsor when Sponsor does not provide timely notice of a claim allowing LES the timely opportunity to defend, negotiate, adjust, and/or settle the claim. M. Governing Law. The Sponsor and LES agree that the validity and construction of this Agreement shall be governed by the laws of Texas, except where preempted by federal law. XXII. Patent Infringement. LES agrees to hold harmless and defend Sponsor against all liability for claims for past, present or future patent infringement relating to any apparatus, process, design, product, composition or structure which is made, constructed, used, sold, practiced or supplied by LES to Sponsor for the purpose of fulfilling the terms of this Agreement except to the extent that Sponsor directed LES to use a specific product or process, which utilization resulted in in the infringement. XXIII. Separability If any section, subsection, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable such illegality, invalidity, or unenforceability shall not affect the legality, validity or enforceability of the Agreement as a whole or of any section, subsection, sentence or clause hereof not so adjudged. r { IN 'NESS WHEREOF, the City of Lubbock and LES have executed this Agreement s of the da s nen ove. t C Y OF B AW ENVIRONMENTAL SERVICES (TES), INC. BY: Y: AVID R. LANGSTON, YOR William B. Hallam, Vice President ATTEST: Corporate Seal: betty . Johnson, ity Secretary APPRO AS C r ' 1.., Steven D. Jo son, Solid ante Superintendent APPROVED AS T FORM: n, f� can E. h , Jr., Trial r- F r i. of 9 FM E�ra�vv�r© SERNlCES C June 29, 1995 Service Center Ron Shuffield Senor Suver City of Lubbock ,., 1625 13th Street, Room L-04 E Lubbock, Texas 79401 Referencc: Request For Proposal; Collection, Transportation and Disposal of Household Hazardous Waste 1&,. Shuffield: Laidlaw Environmental Services (TES), Inc. (Laidlaw) is pleased to provide The City of Lubbock, Texas (the City) with the above -referenced Request For Proposal (RFP). The Laidlaw Literature and other specific pieces of information have been enclosed for your review. As requested, Laidlaw has provided one original and six copies of the proposal. Laidlaw looks forward to working with the City. If you have any questions or .require additional information please do not hesitate to contact us at (800) 446-5777, or myself at (713)478-7633. Shice ely, Laidlaw Environmental Services (TES), Inc. �1 fic Florence Jackson Customer Service Chemist Enclosures r. Laidlaw Environmental Services (TES), Inc. 500 Battleground Road La Porte, Texas 77571 Wats 800.446.5777 Phone 713.476.0645 Fax 713.478.7661 PIN 7 r TABLE OF CONTENTS 1.0 Technical Proposal ....................................... 1 . 1.1 Capabilities of Laidlaw Environmental Services (1) _ 1.2 Computer Tracking System (3) 1.3 ' Staff Experience and Personnel (3) 1.4 On -Site Personnel (3) 1.5 Off -Site Personnel (4) 1.6 On -Site Equipment List (8) 1.7 Site Specific Safety Plan (9) 1.8 Contingency Plan (12) 1.9 Packaging and Bulking Methods (18) 1.10 Training of Sponsor Personnel and Volunteers (20) 1.11 Assistance with Actual Collection Event & Pre -Collection Planning (20) 1.12 Order of Events (21) 1.13 Site Clean -Up (22) 1.14 Transportation of Waste to TSDR Facilities (22) 2.0 Proposal Submittal Requirements ............................. 24 ZI Qualifications of Personnel Involved in Collection Program (24) '2.2 Unacceptable Materials (28) 2.3 Exceptions (29) 2.4 Disposal Facility List (31) 2.5 Permit Information (35) 2.6 Related Project Experience (37) 2.7 Letters of Reference (41) 2.8 Recycle and Reuse (43) 2.9 Sample Household Hazardous Waste Collection Agreement (45) Appendices Appendix A Completed Bid Specifications r 1.0 TECHNICAL PROPOSAL 1. 1.1 Capabilities of Laidlaw Environmental Services Inc. A Look At Laidlaw Laidlaw Environmental Services, Inc. (LES) has participated in over 1,100 household hazardous waste (HHV) events across the United States and Canada since 1983. We are an acknowledged leader in this industry, and have made a major commitment of personnel and resources to provide communities with safe, cost effective, environmentally sound solutions to their household hazardous waste concerns. We have the necessary facilities, technical knowledge, dedicated staff, and financial strength to provide the City of Lubbock, Texas (the City) with the best possible program. LES and its predecessor corporations have been involved in hazardous waste management since the mid 1970's. One predecessor, Triangle Resource Industries (TRI), specialized in managing wastes generated by relatively small generators such as hospitals, universities, research and development facilities, and government agencies. TRI also pioneered some of the earliest household hazardous waste collection programs in the country. The organization has grown through several mergers and acquisitions as well as internal expansion. GSX Chemical Services Inc. (GSX) was formed in the fall of 1984 as the result of the acquisition of SCA Chemical Services, Inc. (SCA) by Waste Management Acquiring Company, a company made up jointly of Waste Management, Inc. and Genstar Corporation. Assets of SCA were distributed between Waste Management, Inc. and Genstar by a Department of Justice decree that prevented the formation of monopolies in certain geographic areas. As a result, Genstar acquired approximately 40% of SCA's operations, including Triangle Resource Industries and the Pinewood secure chemical landfill. From this core, Genstar developed GSX. In 7amrarq, 1'986 GSX was purchased by Laidlaw Transportation Ltd., a multi -bion dollar firm based in Ontario, Canada. After the purchase by Laidlaw, GSX continued an aggressive growth plan. Tricil, Ltd. was purchased in December, 1989. The acquisition of Northeast Solvents/Services, Inc. (Northeast) in late 1989 significantly enhanced our household hazardous waste background and capabilities. Northeast, based in Massachusetts, has conducted over two hundred collection events in the New England area. The entire company has participated in a combined total of approximately 1,100 HHW events across the United States - more than any other contractor. In April 1990, the corporate name was changed to LES. Laidlaw is the second largest hazardous waste management company in North America, with approximately 3,300 employees at 47 locations across the country. The City's HHW event would be conducted by personnel from the Laidlaw Environmental Services (TES), Inc. (Laidlaw) facility in LaPorte, Texas. The LaPorte facility brings together the collective talents, resources, and technology necessary to handle the needs of an ever growing waste industry. The facility is also able to draw upon the personnel and technical resources available throughout the rest of the organization. Laidlaw's principal lines of chemical waste business are high temperature incineration, several types of chemical and physical treatment, secure chemical landfill operation, waste collection and transfer, transportation, and emergency, remedial, and technical consulting services. From established facilities in several states, Laidlaw employees serve industrial, institutional, and government clients across the United States. The organization's capabilities are consistent with priorities established by federal and state regulations, emphasizing chemical and thermal treatment of hazardous waste. The success of Laidlaw can be traced back to the implementation and operation of a Quality Assurance Program which is recognized as perhaps the best in the commercial hazardous waste management business. Some key aspects of the program are: Strong central support services in regulatory compliance, health and safety, and legal fields, as well as such staff on-site full time at various Laidlaw facilities. - Unannounced audits of Laidlaw facilities and field operations are performed to detect potential deficiencies and permit corrective action to be taken immediately, as well as to allow follow-up monitoring. Environmental audits and prequalification of any non -Laidlaw treatment and disposal sites which may receive clients' waste. Laidlaw has a limited list of disposal facilities which it has approved for its own and its clients use. A staff of field personnel trained and regularly updated on material handling, drum packaging, manifesting, safe driving techniques, hazard recognition and response, and spill response. Strict adherence to health and safety procedures and the use of the best available safety and field equipment. Well-developed programs for maintaining facilities and ensuring proper vehicle and equipment preventative maintenance. Lab -pack and intracompany audits to assure compliance with handling and packaging protocols. 2 1.2 Computer Tracking System Laidlaw's computerized tracking system allows customers to track their drums from their internal point of waste generation to their ultimate treatment, storage, disposal, or recycling (TSDR) site. Our invoice individually details the exact price of each drum coded by a customer's facility to assist in allocating internal expenses and practicing source reduction. Utilizing these systems, Laidlaw is able to provide extremely accurate waste tracking and rapid shipment to final disposal. For example, the LaPorte facility processes an average of over 4,000 drums per month, but less than 0.5% of these ^" containers are in-house as long as 90 days. Laidlaw uses a bar coding system to track each drum of waste from the generator's site, through the warehouse, to the recycling/disposal site. At any time during a drum's stay at the LaPorte facility, its exact location and status may be known within seconds. Once all the materials on a given manifest have been shipped for recycling or disposal, the Laidlaw system will produce a Certificate of Disposal (CD) identifying the recycling facility or disposal site and the treatment code for that drum. The City may then know how their waste is being managed at any time. 1.3 Staff Experience and Personnel All Laidlaw personnel who work on hazardous waste sites have successfully completed �— the trained program described in this proposal. They have the background, skills, training, and experience necessary to provide the City with the best available service. 1.4 On -Site Personnel 'All field thtmists have a bachelor's degree in chemistry or a related science and have completed the OSHA 40 hour training course. Field chemists are responsible for handling, segregating, packaging, manifesting, labelling, loading, and routing collected waste for destruction at the appropriate TSDR facilities. Chemical technicians have, at a minimum, completed 40 hour EPA and OSHA training programs per 40 CFR 264.16 and 29 CFR 1910.120. Many of Laidlaw's chemical technicians have degrees or college level work in chemistry or related sciences. Chemical technicians will work under the supervision of field chemists. Drivers must have completed the 40 hour OSHA training course, have an appropriate commercial license, two years verifiable over the road experience, prior hazardous materials experience, clear motor vehicle record including no license suspensions or court appearances for traffic violations, no drug or alcohol related dependencies, and a valid medical examiners certificate. Drivers are qualified to assist field chemists. 3 1.5 Off -Site Personnel Support personnel are full time Laidlaw employees, have passed Laidlaw's medical monitoring program, and will provide technical and contractual assistance from the LaPorte facility. These personnel will provide expertise in health and safety, transportation, regulatory compliance, personnel training, hazardous waste management, law, and contract administration. 4' I I I I 7 Training Requirement Notes 1. Employee training requirements are to be satisfied prior to job task according to the following code: M - Mandatory Required by company policy, regulations, or both. R - Recommended Participation suggested when training will provide useful information, enhanced understanding of requirements, or when prerequisite for job assignment/promotion. O -_Optional Participation encouraged if training is relevant to position assignment and will contribute to job understanding. 2. Some training which may be necessary for a particular task or assignment may not be evident from this matrix. Facility management should contact health and Safety or Technical Training departments if there are any questions. 3. First aid and CPR training is required for all employees during the 40 -hour Hazardous Waste Operations New Hire Training. 4. It is mandatory that remedial site project managers maintain first aid/CPR certification. 5. This training is not mandatory unless active participation is required. 6. This training is mandatory for those positions with direct employee supervisory responsibility in this area. 7• -M tZining a; mandatory if supervision of entry into confined spaces is required. 8. It is mandatory that at least one employee be trained in first aid/CPR at each office facility. 9. This training is mandatory if entry into confined spaces is required. 10. It is mandatory that engineering personnel responsible for design of processes, changes of precesses or equipment specification involving confined spaces complete this training. 11. 40 -hour training may be required by permit conditions or contract requirements at specific locations. 1.6 On -Site Equipment List The necessary supplies and equipment to be utilized for the City's planned HHW Event are as follows: The collection station will include the following equipment: * Free standing canopy tents (for Wdlaw's waste packaging areas, recycling activities, and for use by survey takers, traffic directors, and county staff * Vehicles for transporting personnel, equipment and waste * Palletjacks * = Mobile telephones * Visqueen sheeting (or comparable) for spill containment * Tables for waste sorting and packaging * Traffic cones, barrier fencing and signs * Manual and/or electric drum pumps * Class ABC fire extinguishers * Metal -X fire extinguishing agents for Class D fires * Portable eyewashes * Self-contained breathing apparatus * First aid kits * Air horns for emergency signal * Drum dollies * Assorted hand tools * Brooms and shovels * Stationery, such as notebooks, pens, markers * Reactive bags * Qh= r%Wsampling tubes * Analytical supplies and equipment for on-site "finger print" analysis * Reference library, such as Chemical Dictionary, 40 and 49 CFR, Chemists's Reference, DOT Emergency Response Guidebook, Merck Index and Farm Chemical Handbook * Paperwork, such as manifests, container content sheets, material profile sheets and EPA certification/notification forms * Personnel protective equipment, such as Tyvek suits, safety glasses, aprons, dust masks, respirators, cartridges and assorted gloves * Coolers with cups, water and electrolyte drinks * Spill response supplies * Packaging supplies and containers, including all necessary drums, adsorbents, labels, pallets, shrink wrap or strapping, and pre-printed bar code inventory control forms Optional Equipment - The following equipment is available at an additional charge: * Portable generator and flood lights if necessary * Portable restrooms if necessary 1.7 Site Specific Safety Plan SPILL RESPONSE PLAN Thd_ two components of spill response are spill prevention planning and procedures to follow in the event of an uncontrolled release of harmful substances. • SPILL PREVENTION: Spill prevention is a primary concern at HRW pickup locations. Several spill prevention techniques will be implemented as necessary. These techniques may include the following methods: - Dike and grade areas for collection and containment of spills. - Place liner material such as polyvinyl chloride, high density polyethylene or other suitable liner material on the ground in the chemical handling area. Tape and seal overlapping areas where necessary. - Use funnels capable of safely handling flammable or corrosive liquids and other materials when transferring or consolidating waste materials. - Use tents of other shading material when necessary to prevent direct sunlight on containers of waste. - Line bulk waste containers such as dumpster or roll -off box with a chemical resistant liner and dike the location to collect and contain possible leaks or run-off. r Spill control products such as absorbent pillows or bulk absorbent material will € be available at the work site for immediate use in case of spills. The following products may be necessary: - Oil -dry or other bulk absorbent material - Overpack drums - Absorbent booms or pillows - Polyethylene liners - Containers for contaminated absorbent Non -sparking shovels and other non -sparking hand tools Other spill control products such as flammable liquid, corrosive or mercury spill control product and/or neutralizing products. r • SPILL RESPONSE PROCEDURES: Although containment techniques should prevent a release to the surrounding r environment, a spill response plan determines specific actions. Prompt response 9 r to a spill of material is necessary. All Laidlaw personnel have received training on proper spill control methods. When a spill occurs, the following steps will occur in notifying other site employees: - The employee noticing the spill will notify other site employees by: voice or through use of air horns (3 blasts). - All employees will stop their present work and secure their areas of responsibility. - The Laidlaw Project Manager or the Health and Safety Officer will direct all public participants to a designated safe area if necessary. - The Laidlaw Project Manager (or designee) and the Health and Safety Officer will identify the spilled material and determine the proper protective equipment needed. - Simultaneously, Laidlaw personnel will be assigned to control the spill and prevent its spread or other complications. If necessary, personnel can be assigned to isolate storm drains and sewers. Personnel will don their protective equipment and take the appropriate steps for cleaning up the spill. Any incompatible materials located near the spill will be removed. A fire watch will be established and the Fire Department will be notified. The Laidlaw Project Manager's determination that outside assistance is needed will prompt use of the emergency phone list. Once the spill is contained and cleaned -up any response equipment used will be decontaminated, inspected, and put back in service when returned to an acceptable condition. If necessary, Laidlaw can provide soil sampling to determine the extent of contamination of the area and possible remedial action. - AU appropriate notification(s) and reports will be filed by the Laidlaw 'Project Manager and/or the Health and Safety Officer (DOT Hazardous Materials Incident Report, National Response Center, Local Emergency Management Agencies, etc.) as required by local, state, or federal authorities. Phone numbers for these agencies will be included in the emergency phone number list of the site specific plan. If evacuation of the site and/or surrounding areas become necessary, it shall proceed as required by Police or Fire Department authorities. FIRE PLAN A fire at a waste collection site presents a serious hazard due to the potential catastrophic effects. Not only are there physical hazards of a fire, but there are also chemical hazards created during a combustion of chemical materials. To minimize the potential for a fire there will be no smoking or open flames in the general work area involving the handling of hazardous waste. Soil or adsorbents may also be used to smother the fire. Generally, 10 water will not be used if the fine is duo to the ignition of a flammable liquid. Spraying water on a fire involving flammable liquid can worsen the situation because the water spray can cause spattering or allow the liquid to spread. • In the unlikely event of a fire: The employee noticing the fire will alert the site by: voice or by air horn (a long blast at least 10 seconds long). All employees will stop work and secure their areas of responsibility. The Laidlaw Project Manager, the Health and Safety Officer or their designee will alert the local Fire Department and move public participants to a secure location. If the fire is chemical in origin or spreads to the chemical waste, then Laidlaw personnel will don positive pressure self-contained breathing apparatus to attempt to contain the fire. If the fire goes beyond the incipient state (cannot be controlled with extinguishers), the Laidlaw Project Manager will notify emergency personnel of the substance(s) involved in the fire and prepare to evacuate the, work area. Laidlaw will help local emergency responders when necessary. This assistance may include assisting in evacuating local residents; blocking off storm drains and verming the area with absorbent to prevent the runoff from local fire fighters attempts from reaching water sources; removing all unnecessary personnel and vehicles from the area; removing as much waste material from potential exposure as safely as possible. Once the fire has been extinguished, a clean-up of the area will commence. All material will be disposed of as waste if the fire was chemical in origin or spread to the waste area. EMERGENCY RESPONSE PROCEDURES • In the unlikely event of a fire, earthquake, or flood the following procedures must be implemented in a timely fashion. The employee noticing the emergency situation will alert the site by voice or through an air horn (a long blast at least 10 seconds long) All employees will stop work and secure their areas of responsibility. �- - The Project Manager or the Health and Safety Officer or their designee will alert the local authorities and move employees to a secure location. The affected area will be isolated to prevent access. OFF-SITE SERVICES In order to provide for prompt response -of emergency service groups, Laidlaw will 11 advise representatives from local police; fire department, hazmat team, ambulance a service and the local hospital of the planned activities and invite these agencies to visit the site, learn of its hazards, and their potential role in responding to a site emergency. All work activities will be conducted following procedures that will minimize or eliminate the possibility of an injury -producing incident. This health and safety plan identifies certain work procedures and equipment that are used during the HHW event(s). This plan may have to be changed or modified to accommodate special circumstances. 1.8 Contingency Plan The goal of a HHW event is to properly and safely package, transport and dispose of hazardous materials from personal households. These hazardous materials may include cleaning compounds, and cleaning solutions, solvents, paints and paint related substances, L.cosmetics, oil, hydraulic fluid and old car batteries, pesticides, herbicides and old medicines and many other types of substances: These substances may be potentially harmful and cause injury to persons or the environment. All work activities will be conducted following procedures that will minimize or eliminate the possibility of an injury -producing incident. This health and safety plan identifies certain work procedures and equipment that are used during the HHW event(s). This plan may have to be changed or modified to accommodate special circumstances. r As a part of the health and safety plan, an additional measure taken by Laidlaw to minimize the likelihood of environmental or personnel damage is the emergency response (contingency) plan. The plan details response actions for specific incidents that may occur during the work. These actions are designed to minimize the effect of an incident, . -W Tpd=l The response time to an incident, and to provide steps to follow in case of an emergency. The contingency plan addresses general items common to each possible type of incident such as communications, emergency phone numbers, first aid, off-site services and emergency equipment. j� PUBLIC INFORMATION PROGRAM l ; If the public information program conducted prior to the HHW Event(s) is effective, it will reduce the potential for an unforeseen problem since participants will be better informed of instructions relating to the event. Information conveyed through a multi- media campaign will: • clearly describe what materials will be accepted at the event; • stipulate that materials must be in secure, labelled containers; • encourage participants to wrap or contain materials properly before transporting 12 them to the event; • make known that participants in the event are strictly limited to household residents bringing household wastes from their home; r• stipulate that small children and pets are not to be brought to the clean-up day. RESPONSIBILITIES The following personnel are responsible for various aspects of the health and safety plan and public safety during the term of the contract: Prdject Director: The Project Director oversees Health and Safety issues for activities directly related to the project operational efforts and assures that on-site supervision meets corporate standards. Project Manager: The Project Manager shall direct on-site operational efforts. At the project site the Project Manager, assisted by the Health and Safety Officer has primary responsibility for: • Assuring that all field personnel have met the training requirements; • Assuring that personnel are aware of the provisions of this plan and familiar with planned procedures for dealing with emergencies; • Assuring that personnel are aware of the potential hazards associated with site operations; • Assuring that appropriate personal protective equipment is available and properly used; • Monitoring the safety performance of all personnel; • Correcting any work practices or conditions that may result in injury or exposure to hazardous substances; ming any accident/incident reports; and • Implementing all aspects of the Laidlaw Injury & Illness Prevention Program as applicable to the project site. Health and Safety Regional Manager: The Health & Safety Manager will not be involved directly in site activities. However, the Regional Health & Safety Manager will provide the following function in support of the field activities: • Maintain an adequate inventory of equipment in good working order; • Maintain all necessary files and records; • Be available for consultation by the Project Manager or Health and Safety Officer; • Modify health and safety equipment or procedures based on data gathered at the project site; • Provide occasional site audits to verify adherence to the site safety requirements. 13 Health and Safety Officer: The 1iealth and Safety Officer (or Designee) will be responsible for implementing the health and safety plan during site operations. The Health and Safety Officer has the authority to stop work for health and safety reasons. r Other specific responsibilities include: • Verifying that all employees work in a safe manner according to the health and safety plan; • Establishing guidelines for wearing and decontaminating (if necessary) personal protective equipment; • Observing work party members for sign of exposure or stress; • = Immediately reporting any unusual or unsafe conditions to the Project Manager; • Informing all personnel involved in 'site operations of the proper procedure during an emergency; • Providing first aid if necessary; • Identifying all personnel involved in site operations who may have special medical problems, and • Ensuring all monitoring equipment that may be used is properly maintained and in good operating order. Laidlaw has an established medical screening and health surveillance program for all of its employees who are engaged in hazardous materials work. All employees are required to participate in pre -placement drug and alcohol testing. In addition, all field and operations personnel as well as all drivers are required to participate in annual medical screening/surveillance and drug and alcohol testing. This examination exceeds the requirements of 29 CFR 1910.120(f) for hazardous waste site operations and emergency ""I MMRSTCJ� r All personnel assigned to this project will have completed appropriate health and safety i training in accordance with the OSHA standard in 29 CFR 1910.120(e). All field employees will receive training described in the staffing section of this proposal. PERSONAL PROTECTIVE EQUIPMENT Personal Protective Equipment (PPE) is necessary when handling hazardous materials to prevent skin contact with harmful substances. Normally, Laidlaw personnel will not be opening containers, so airborne exposures will be minimal. However, PPE is needed to protect persons from spills, broken containers and sharp objects. 14 r � Examples of typical PPE which would be utilized at HHW events are: 9 • Persons Removing Waste From Cars or Pickup Trucks --Level H: Chemical resistant (polyethylene coated type) apron or coveralls Safety glasses with side shields Chemical resistant gloves with outer leather or other puncture resistant gloves Steel -Toed Boots Note: Depending on the substances being handled a higher level of PPE including chemical resistant coveralls, appropriate respirators and goggles or face shield may be required. • Persons Opening Containers and Bullring Waste --Level H: - Chemical resistant coveralls (polyethylene -coated type or equivalent) �.. - Full -face shield - Safety glasses - Polyurethane or other chemical resistant safety boots - Respirator with organic vapor cartridge and high efficiency particulate air (NEPA) filter if necessary (as determined by the waste material being handled) -- Chemical resistant inner glove and outer puncture -resistant (leather) glove - Steel -Toed Boots • Persons Segregating Waste from Vehicles --Level I: Safety glasses (with chemical splash goggles or full -face shield when necessary) White Tyvek with vinyl apron Chemical resistant safety shoes/boots Respirator (as required) Chemical resistant inner glove and puncture resistant outer glove Steel -Toed Boots • Persons Who Sample Household Hazardous Waste --Level II: - Full -face shield and safety glasses - Chemical resistant coveralls - Chemical resistant safety shoes/boots - Respirator (as required) - Chemical resistant inner glove and outer puncture resistant glove - Steel -Toed Boots 15 �" • Persons Lab Packing Household Hazardous Waste --Level I or Level H: - Safety glasses (with goggles or full -face shield when necessary) - White Tyvek with vinyl apron or chemical resistant coverall - Polyurethane or other chemical resistant safety boot - Respirator (as required) Chemical resistant inner glove and puncture resistant outer glove - Steel -Toed Boots Note: Persons handling or moving drums may require metatarsal safety shoes. Regular j^ safety shoes may be substituted for chemical resistant safe shoes safety (polyurethane boots) G when no chemical exposure hazard exists. AIR SAMPLING Air sampling will not generally be required at HHW pickup job sites because air concentrations of volatile substances will not be significant. Direct reading air sampling equipment such as Photovac-Microtip with photoioniza.tion detector will be on-site for use in case of spills or releases of volatile organic compounds. If the scope of the project requires, it, the Health & Safety Manger will determine if any other monitoring equipment is needed. ACCESS CONTROL AND WORK ZONES Access to areas of chemical handling is controlled to prevent unnecessary public exposure to potentially harmful substances. Access control is done by clearly marking areas where chemicals may be handled. Markings may include warning tape or barriers and caution signs. These signs may contain wording such as "NO SMOKING OR OPEN FLAMES,AUTHORIZED PERSONNEL ONLY" or similar warnings. In addition, Laidlaw personnel will be stationed in strategic locations and serve as checkpoint personnel to direct the flow of traffic and people. Prescribed operations will occur in work zones which are designed to prevent the migration of contaminants. Movement of personnel and automobile traffic between zones and into the chemical handling area will be limited by access control points. All traffic will be controlled so that the number of automobiles in the receiving area will be limited to a manageable number. The checkpoint (entry) area will be the principal focus for control of vehicle activity. The distance between these areas, and the size and shape of each must be based on conditions specific to each location. IR r- 4 The following criteria are used in establishing dimensions and boundaries of: • Physical and topographical features of the work location '�" • Weather conditions • Potential for release and exposure • Size of area needed to conduct operations • Decontamination procedures • Proximity to residential or industrial areas r i A contingency plan is needed to prepare for potential emergencies. • TYPES OF INCIDENTS: Laidlaw does not anticipate an emergency situation. However, preplanning is important to mitigate and minimize the effects of an emergency during the handling of hazardous materials. The more likely types of incidents possible are: Spills: A spill is an unintentional release of materials in a quantity that is sufficient to cause environmental or personal harm. Laidlaw has taken steps to prevent a spills from affecting the environment by developing a Spill Response Plan. Fire: A fire can occur through the ignition of a waste material or paper and wood trash. Laidlaw will provide appropriate fire extinguisher(s) for the site and all personnel will be properly trained to use them. All flammable materials will be stored in proper containers and spark proof tools will be used when handling them. Temperature Extremes: If warm conditions develop and coincide with any specific requirements for wearing impervious clothing, a heat stress monitoring program will be implemented. Personal fluid intake as well ,as oral temperature would also be monitored. "Injuries: Injuries can occur due to chemical exposure or as a result of mechanical forces. Personal protective equipment such as leather palm gloves are worn to minimize the potential for cuts and abrasions or other hand injuries due to sharp objects. Other protective equipment worn minimizes the possibility for personal injuries. Non project Related Disasters: In the unlikely event of an earthquake, bomb threat or flood the project manager will implement emergency procedures. Local emergency services will be contacted before the job begins and the scope of the work procedures will be outlined so that emergency officials will be aware of the possible need for their services. • COMMUNICATION: In an emergency situation, effective communications are vital to the efficient handling of the problem. The use of voice is the primary means of communication. Air horns will be placed on the site in strategic locations for 17 emergency purposes. A series of hand signals may also be developed as a backup method. All employees will be familiarized with the communication methods. Use of the air horn will indicate the need to evacuate the immediate area. Air r" horn communication will be developed and specific for each job. • FIRST AID AND MEDICAL: Laidlaw will generally provide two industrial grade first aid kits for the site. All personnel will be ' familiarized with their locations at the site. Laidlaw personnel have received Red Cross first aid and CPR training and are capable of providing assistance to injured personnel. In the case of an injury to a program participant, Laidlaw will notify the local emergency services, stabilize the victim and then allow the ambulance to transport the injured. Laidlaw will transport their employees only. • DIRECTIONS TO THE NEAREST HOSPITAL: �- Directions to the nearest hospital or medical center will be posted before the job begins so that there can be quick transfer of injured person(s) to a medical facility if site transportation of personnel is required. • EMERGENCY NUMBERS: In order to access outside help in an emergency beyond the control of on-site personnel, a list of emergency phone numbers will be posted in conspicuous areas at the job location. 1.9 Packaging and Bulking Methods Laidlaw is a Regional Service Center in the Laidlaw family of companies. As such we provide a full range of services including transportation, disposal, and the packaging of household pollutant wastes. Lab packs comprise a large portion of the materials managed by Laidlaw, and we have had a great deal of input into the writing of the r labpack regulations. As a full service facility, Laidlaw provides the lab packing services for its clients. Laidlaw field chemists are well versed in the State and Federal regulations as well as the preferences of the various disposal sites utilized by Laidlaw. Laidlaw field chemists segregate materials by their hazards first. Only compatible materials are packaged together. For example, flammable liquids may be packaged with ORM-A's or flammable solids, but not with oxidizers or poisons as defined by the DOT. The next segregation is according to the selected disposal site requirements. Some variables involved are Environmental Protection Agency (EPA) permit restrictions, air quality permit restrictions, and difficult -to -handle materials. Most TSDR facilities have 18 1 7 their quirks and choose to accept some materials at a given time and reject these same materials at others. Laidlaw maintains quality business relationships with many non - Laidlaw facilities and may therefore maintain continuous service of transportation and disposal for our clients. This group of approved facilities provides Laidlaw and The City with a large group of potential disposal sites from which to choose to send its wastes. Some materials are so regulated or reactive that the only feasible method of packaging for proper disposal is to pack these materials alone. Recently, mercury and its compounds have fallen into this category. Mercury regulations have changed recently resulting in the banning from landfill of wastes containing greater than 260 parts per million (ppm). Finding new, economical ways of managing these wastes continues to be a priority and a challenge for Laidlaw. Once the proper segregation of materials has been accomplished, the material will require packaging. In general, forty percent of the container volume may be packaged household pollutant waste. For example, in a twenty gallon container, one may package eight gallons of materials, and twenty gallons of material may be packed into a fifty-five gallon drum. Of course, sometimes the size of the inner containers will prohibit the packing of this forty percent total. In other words, twenty gallons worth of pint containers will not fit into a fifty-five gallon drum. For most disposal sites a layer of four inches of absorbant material is required in the bottom of each drum. A two inch layer of absorbant is also required around the sides of the drums and between the inner containers. In most cases the. inner containers will be required to be up -right. The maximum volume of a liquid container for packing is five gallons, and the maximum weight for a solid container is fifty pounds. Any container larger than these will be considered as a bulk drum material and will be pmfiled md approved as such by Laidlaw. Numerous safety precautions are routinely instituted when on-site bulking of flammable liquids such as gasoline, antifreeze, paint thinners and other solvents are required at HEW events. When flammable liquid bullring must be performed on the job site, an isolated area located downwind from the rest of the waste management areas will be established strictly for this activity. A free-standing canopy -type tent will be erected specifically for this work area and polyethylene lining and liquid absorbent diking will be placed on the ground beneath the tent. In addition, emergency spill kits, chemical fire extinguishers, an emergency air horn and proper barricading and labeling to limit access to the area will be situated in this isolated bulking area. Laidlaw will provide, at a minimum, a two person team for safety reasons to perform flammable liquid bulking. Laidlaw personnel performing these bulking activities will be in at least Level H protective clothing and equipment at all times when bulking flammable liquids: Chemical resistant coveralls (polyethylene -coated type or equivalent) Full -face shield 19 r - Safety glasses Polyurethane or other chemical resistant safety boots Respirator with organic vapor cartridge and filter if necessary (as determined by the waste material being handled) - Chemical resistant inner glove and outer puncture -resistant (leather) glove Special spark -resistant tools needed to safely accomplish such bulking activities will be used by Laidlaw personnel in this area. As an added precaution, the actual drums that flammable liquids are being poured into will be properly grounded while these bulking activities are being performed. Laidlaw's definition of bulking is a process of pouring off smaller containers into larger containers. A funnel is provided to reduce spillage. 1.10 Training of Sponsor Personnel and Volunteers If awarded this program, Laidlaw would provide adequate training to the City's designated employees both prior to the collection event and on the day of the collection event in the areas of proper packaging, bullring, and manifesting of material collected. In addition, if awarded this program, Laidlaw would summarize: its site safety and contingency procedures for sponsor personnel and volunteers, and provide copies prior to the collection date. We would also provide volunteers with information concerning appropriate clothing and personal care for the program, as well as instruct them in the use and limitations of protective clothing such as Tyvek suits. Sponsor personnel and volunteers would be welcome to attend planning sessions between Laidlaw and the City prior to the collection date. Volunteer personnel are able to direct traffic, take surveys, pour off motor oil and latex paint during the collection event with little to no instruction. If requested, Laidlaw could conduct a briefing which would include slides of collection programs as well as the information mentioned above. The day of the collection, zidlaw aamuW conduct a site safety briefing for all personnel on-site, including Laidlaw staff, City personnel, volunteers, and third party recyclers. 1.11 Assistance with Actual Collection Event & Pre -Collection Planning Laidlaw's project team will include a Project Director who will have overall responsibility for the program and who would serve as the City's principal point of contact. Additional project support during the planning and follow-up phases would be provided by personnel from Laidlaw's LaPorte and corporate staffs. During the actual collection, Laidlaw's on-site team would include a Project Manager responsible for collection site supervision, chemists and chemical technicians responsible for actually handling waste materials, and the drivers are responsible for vehicle. operation. Before the collection, personnel at the LaPorte facility will prepare vehicles and equipment. After the collection, Laidlaw staff will complete any necessary laboratory work, route waste for shipment to final recycling, treatment, or disposal, prepare documents necessary for shipment, and prepare follow-up reports. 20 PW Laidlaw proposes to conduct the City's program utilizing only permanent, full time Laidlaw personnel. No subcontract personnel or organizations are planned. However, Laidlaw, offers the City the option of utilizing local third parties to reuse or recycle some materials. 1.12 Order of Events Laidlaw personnel will be responsible for packaging and document preparation. Laidlaw f- personnel will be responsible for transportation, treatment, disposal., and/or recycling of all collected materials. It is anticipated that most wastes will be lab -packed, and that pouring, pumping, and bulking will be minimized. If pumping, pouring, or bulking is required, grounding and explosion proof equipment will be used if appropriate. For both lab -pack and bulk packaging, all containers used will be of the Department of Transportation (DOT) specification, type, and size most appropriate for the specific waste type and planned treatment or disposal method. Laidlaw may use fiber, plastic, or steel containers in open or closed head types, in sizes ranging from 5 -gallon pails to cubic yard boxes. Laidlaw is able to provide all shipping containers, adsorbents, drum liners, labels, documents, and other supplies required for packaging and removal of collected wastes. When lab -packing, wastes are first segregated according to DOT hazard class, then by chemical compatibility and by the acceptance criteria of specific waste TSDR facilities. An absorbent material such as vermiculite or Slik-wik is used to surround inner containers, to prevent breakage, absorb any leaking materials, and to prevent release from the outer (shipping) container. Each inner container is recorded on container content forms, providing a complete inventory of the contents of every drum. Wbalber bb -pack or bulk, filled drums are closed, labelled and marked in accordance with DOT and EPA shipping requirements, and the information will be recorded on the manifest. Laidlaw personnel also prepare the generator's notification and certifications required under the land -ban regulations. City staff will be asked to review the �.. documents, and will be left a complete set of container content sheets, manifests, and notification/certification forms, as well as a summary of the supplies and equipment used and hours worked by Laidlaw personnel. Generator confirmation copies of manifests, certifying receipt at TSDR facilities, will be returned to the City within 15 days following the collection. Following final waste recycling, treatment, or disposal, Laidlaw will issue Certificates of Destruction. The City has limited the collection and disposal funding to $26,000.00. Laidlaw proposes to make an hourly tabulation throughout the collection event to determine the amount of funds that have been spent. For every drum of material that is packaged, a container content sheet is generated. It is this container content sheet that will aide Laidlaw in determining the amount of funds that are available to continue with the HHW event. 21 Please note that Laidlaw's operations are extremely flexible. Certain activities, such as reviewing incoming waste and unloading cars, must be done immediately. Usually, E several Laidlaw personnel can be packaging waste as it is received while others unload cars. If participation is less than expected, personnel may be diverted from unloading vehicles to packaging waste. If participation is higher than expected, Laidlaw personnel may be diverted from packaging to receiving waste. If necessary, waste packaging and document preparation can be completed after all participants are gone. 1.13 Site Clean -Up At the close of the collection event, Laidlaw personnel will completely demobilize the site: The material that was collected during the I3HW event will be loaded onto Laidlaw trucks and transported to sponsor-approved/permitted TSDR facilities. 1.14 Transportation of Waste to TSDR Facilities After all the household hazardous wastes have been properly packaged, they will be loaded on Laidlaw's vehicles and removed. Wastes will be transported to Laidlaw's LaPorte facility for temporary storage while final disposal approvals and schedules are arranged. Wastes will be routed from Laidlaw's facility to the most appropriate final treatment, disposal, or recycling facility for each waste stream. Laidlaw will complete all necessary arrangements for shipment, including sampling, profile preparation, document preparation, scheduling, transportation, and Federal or state reporting. After materials are received at final TSDR facilities, Laidlaw will issue Certificates of Destruction to the City detailing the date, location, and method of disposal of each drum of waste. L2idla:w gyms and operates a wide variety of hazardous and non -hazardous waste treatment, storage, disposal, and recycling facilities. We expect to send over SD % of the City's material to Laidlaw owned facilities. Laidlaw also sends waste to facilities owned by others. Prior to sending waste to a non -Laidlaw facility, .the site is inspected and evaluated by Laidlaw's corporate environmental compliance staff. Waste acceptance agreements with these facilities are generally ongoing rather than limited to specific contract periods or time limits. r- By maintaining good working relationships with a number of facilities, Laidlaw is able to carefully match each waste with the most appropriate treatment, storage, disposal, or recycling facilities. This helps to assure that adequate capacity is available to handle the City's waste for the duration of this program. It also helps to minimize possible negative impacts of disruptions such as interstate waste bans. FM Laidlaw continues to evaluate new TSDR technologies and facilities, and will provide the City with the best available management of collected household hazardous wastes. A list of proposed TSDR facilities can be found in the "Disposal Facility List" section of this PM proposal. �,, 22 7 2.0 PROPOSAL SUBMI'T'TAL REQUIREMENTS 2.1 Qualifications of Personnel Involved in Collection Program Below are the resumes of Laidlaw's key personnel followed by a chart describing their job duties during the HHW event. 17 WILLIAM HALLAM: Mr. Hallam has been with Laidlaw since 1980. He is the Facility Manager at Laidlaw's LaPorte, Texas facility. Before transferring to La Porte, ,,. he held the positions of facility manager, operations manager, field operations supervisor, emergency response coordinator and field chemist at Laidlaw's Laurel, Maryland facility. He =holds a B.A. from the University of Delaware in Newark. He has worked at numerous Household Hazardous Waste Day Collection Programs (HHWDCP) as a project coordinator, including the City of Weston, Massachusetts, Fairfax County, Virginia and Prince Georges County, Maryland. Mr. Hallam has successfully completed training as outlined in OSHA 1910.120. WALTER STRINGER: Mr. Stringer has been with Laidlaw since 1989. He is the Operations Manager at-Laidlaw's LaPorte, Texas facility. He formerly held the positions of material routing supervisor, technical assistant, and routing coordinator at Laidlaw's Millington, Tennessee facility. He has worked at numerous HHWDCP's in positions ranging from field chemist to health and safety officer to project manager. He holds a B.S. in Industrial Chemistry from Western Carolina University. Mr. Stringer has successfully completed applicable training as outlined in OSHA 1910.120. ROBERT HAYWOOD: Mr. Haywood has been with Laidlaw since 1987. He is the Environmental Compliance Manager at Laidlaw's LaPorte, Texas facility and was formerly a field chemist and material router at Laidlaw's Clearwater, Florida facility. Ele. hol& .a B.S. in General Engineering from the University of South Florida. He worked at a number of the State of Florida's HHWDCP's as both a chemist and site coordinator. Mr. Haywood has successfully completed training as outlined in OSHA 1910.120. JOEL HARTLEY: Mr. Hartley has been with Laidlaw since 1991. He is a Material Router at Laidlaw's LaPorte, Texas facility and was formerly a field chemist. He holds a B.S. in Biological Sciences from Michigan Technological University in Houston. He has worked at numerous HHWDCP's as a field chemist. Mr. Hartley has successfully completed training as outlined in OSHA 1910.120. RICHARD NEWMAN: Mr. Newman has been with Laidlaw since 1993. He is a Material Router at Laidlaw's LaPorte, Texas facility. He was formerly employed as project manager for Moheat Environmental Services in Houston, Texas. He holds a B.S. in Biochemistry from Oklahoma State University. Mr. Newman has successfully completed applicable training in OSHA 1910.120. r �,,, 24 r ROBERT MELLIN: Mr. Mellin has , been with Laidlaw since 1991. He is a Material Router at Laidlaw's LaPorte, Texas facility, He was formerly a field chemist at the same facility.. He holds a B.S. in Biology from the University of the Ozarks in Clarksville, Arkansas. Mr. Mellin has successfully completed applicable training as r" outlined in OSHA 1910.120. FLORENCE JACKSON: Ms. Jackson has been with Laidlaw since 1991. She is a Customer Service Chemist at Laidlaw's LaPorte, Texas facility and was formerly a field chemist at the same facility. She holds a B.S. degree in Chemistry from Fisk University in Nashville, Tennessee. She has participated in several HHWDCP's. Ms. Jackson has successfully completed training as outlined in OSHA 1910.120. HECTOR DeLEON: Mr. DeLeon has been with Laidlaw since 1993. He is a Customer Service Chemist at Laidlaw's LaPorte, Texas facility. He was formerly a field chemist at the same site. He holds a B.S. in Biology from the University of Houston in Houston, Texas. He is fluent in both English and Spanish. Mr. DeLeon has successfully completed applicable training as outlined in OSHA 1910.120. �- VICKI HUDDLESTON: Ms. Huddleston has been with Laidlaw since 1991. She is a G Customer Service Chemist at Laidlaw's LaPorte, Texas facility and was formerly a field chemist at the same facility. She holds a B.S. degree in Biology from Texas A & M University. She has participated in several HHWDCP's. Ms. Huddleston has successfully completed training as outlined in OSHA 1910.120. TODD CONNER: Mr. Conner has been with Laidlaw since 1992. He currently holds the position of Customer Service Chemist at Laidlaw's LaPorte, Texas facility. He was formerly a field chemist at the same facility. He has worked at HHWDCP's as a field chemist I -Le holds a B.S. in Geography from the Southwest Texas State University in San Marcos. W. Conner has successfully completed applicable training as outlined in OSHA 1910.120. TERRY RICHARDSON: Mr. Richardson has been with Laidlaw since 1988. He is currently the Field Operations Supervisor at Laidlaw's LaPorte, Texas facility. He was formerly employed with the U.S. Forest Service in Forest Pest Management and was an on-site field chemist for Laidlaw at the National Institute of Health for approximately one year. He holds a B.S. in Marine Sciences from Hampton University in Hampton, Virginia. He has worked at numerous HHWDCP's as a field chemist. Mr. Richardson has successfully completed applicable training as outlined in OSHA 1910.120. SCOTT BRECHTEL: Mr. Brechtel has been with Laidlaw since February, 1993. He is a Field Chemist at Laidlaw's LaPorte, Texas facility. He holds a B.S. in Civil Engineering from Louisiana State University (LSU). He was formerly employed as a Hazardous Waste Lab Technician at LSU and was a Engineering Materials Buyer for Lee's Material Services in Houston, Texas. He has segregated and lab -packed material at the Clear Lake HHWDCP. Mr. Brechtel has successfully completed applicable training as outlined in OSHA 1910.120. {meq 25 f! 1 3 CHAD GERMANN: Mr. Germann has been with Laidlaw since 1993. He is a Field Chemist at Laidlaw's Laporte, Texas facility. He holds a B.A. in Chemistry from the l University of North Texas in Denton, Texas. Mr. Germann has successfully completed applicable training as outlined in OSHA 1910.120. JAMES PARISE: Mr. Parise has been with Laidlaw since 1992. He is a Field Chemist at Laidlaw's LaPorte, Texas facility. He holds a B.S. in Waste Management from Texas A & M University in College Station, Texas and a B.S. in Environmental Studies from Salem State University in Salem, Massachusetts. He formerly worked as an Environmental Planner for the City of Fort Pierce in Florida. Mr. Parise has successfully completed applicable training as outlined in OSHA 1910.120. DAVID WIEGEL: Mr. Wiegel has been with Laidlaw since 1992. He is a Field Chemist at Laidlaw's LaPorte, Texas facility. He holds a B.S. in Biology from the Southwest Texas State University in San Marcos, Texas. He has worked on HHWDCP's as a field chemist. He was formerly employed by International Consultants of the Environment as a staff scientist. Mr. Wiegel has successfully completed applicable training as outlined in OSHA 1910.120. JULIE HARPER: Ms. Harper has been with Laidlaw since 1994. She is a Field Chemist at Laidlaw's LaPorte, Texas facility. She holds a B.S. in Environmental Health Science from the University of Arkansas in Little Rock, Arkansas OJE JOSEPH: Mr. Joseph has been �^ at Laidlaw's LaPorte, Texas facility. University in Houston, Texas. with Laidlaw since 1994. He is a Field Chemist He holds a B.S. in Chemistry from Texas Southern BENJAMIN BENNETT: Mr. Bennett has been with Laidlaw since 1994. He is a Field .. CiunuistztL2idlaw's LaPorte, Texas facility. He holds a B.S. in Environmental Science from Saris Houston State University in Huntsville, Texas. LARRY CAMBIANO: Mr. Cambiano has been with Laidlaw since 1994. He is a Field Chemist at Laidlaw's LaPorte, Texas facility. He holds a B.S. in Environmental Science from Stephen F. Austin State University in Nacogdoches, Texas. DEAN MARKHAM: Mr. Markham has been with Laidlaw since 1994. He is a Field Chemist at Laidlaw's LaPorte, Texas facility. He holds a B.S. in Environmental Management from Northeastern State University in Tahlequah, Oklahoma. DON ARCHER: Mr. Archer has been with Laidlaw since 1994. He is a Field Chemist at Laidlaw's La Porte, Texas facility. He holds a B.S. in Environmental Health Sciences from Colorado State University in Fort Collins, Colorado. JOSEPH DANDY: Mr. Dandy has been with Laidlaw since 1994. He is a Field Chemist at Laidlaw's La Porte, Texas facility. He holds a B.S. in Environmental Management from the University of Houston in Houston, Texas. 26 r k. r BID SPECIFICATIONS i 2.2 Unacceptable Materials Laidlaw does not routinely accept the following materials, which are not common at HHW events. We may be able to handle some of these wastes on, a case-by-case basis for an additional charge. 1. Radioactive materials. Materials that exhibit measurable activity above regulatory thresholds, unless these materials have an activity level less than 0.002 microcuries per gram for transportation and 0.05 microcuries per gram for storage and exhibit an EPA waste characteristic such as ignitability. Other materials are designated as radioactive by the DOT and will be treated as such by Laidlaw, regardless of concentration. Presently there are no facilities in the United States disposing of radioactive material, but there are several facilities that are permitted to store radioactive materials until a facility is permitted to dispose that material. 2. Explosive or potentially shock sensitive materials Laidlaw strongly recommends that program sponsors advertise that explosive and shock sensitive materials will not be accepted: This is primarily a public safety and liability control measure. It is not a good idea for a citizen to place an explosive or shock sensitive material in their car, drive unescorted through traffic over public roads, and come to a possibly crowded event. Instead, local public safety officials should be prepared to go to the citizen's home and collect the material for safe detonation or other management. In addition, arrangements should be made to have a bomb squad or other local public safety agency available to handle any potentially explosive or shock sensitive materials which do arrive at the collection location. Laidlaw does offer transportation and disposal of these materials (including =ggosive classes A, B, and C, and detonators) if necessary. However, .costs are significantly higher than working with a local agency and are not reflected in the cost proposal. I Biological. etiologic, and infectious materials. Viable organisms, human and animal tissues, and bodily fluids such as ostomy bags are not accepted by Laidlaw. When participants arrive at the collection location, they will be directed to the survey and screening area for preliminary questioning about the waste and a participant survey. r- From there, participants will be directed to the unloading area. Laidlaw and properly { trained City personnel will unload the participant's vehicles and review all waste before the participants are allowed to leave. This typically takes very little time - perhaps a ^- minute in most cases. Site personnel will immediately address problems such as leaking s or damaged containers, unlabelled materials, and unacceptable wastes. If possible explosive or shock sensitive materials are received, operations will be temporarily # suspended while public safety personnel are contacted. Waste will also be reviewed to L determine whether it appears to be typical household hazardous waste or whether it may be business or commercial material. If waste does not appear to be from a household, the participant will be questioned by site personnel. 28 �,. I. r" Laidlaw personnel will question participants about unlabelled containers. Usually, the participant knows the contents. Site personnel may have to ask a series of leading questions in order to determine the contents of some containers. A set of "fingerprint" tests such as pH may be necessary. Laidlaw will use parameters roughly equivalent to i^ "HazCat" testing on the collection site, to be supplemented by our existing unknowns protocol to assure sufficient analysis for final treatment, disposal, or recycling. After waste is evaluated, recyclable materials such as used motor oil, lead -acid batteries, antifreeze, and useable latex paint may be segregated from other hazardous materials. 2.3 Exceptions �.., Please see attached the following exceptions by Laidlaw Inc.'s Corporate Legal Staff. Laidlaw would like the City to consider incorporating our Household Hazardous Waste Agreement into your General Conditions section. 1 �, 29 ..niat T« S !tor , L ]" p aye aat6 £Wo bereekchides to ooe� ur+nyY er l toot; s Lseoc �i,,;ated ►x 9 aii7irnB thu aeakr, aric3 ap�.s tooling «oquilaood and any proe=at�ecaa .relaGod dt+a6eciome ffie . a' . ot'.d�a Sync �ndao te�6fc+�al1 b�idertiSea by ma salter es soh Sk Pima . ' . nom TTie seller Yam=, ;� boeaanployrd or,soii�oa to colic { araccsaett�is im�ad v area a aktoda ,►,,;,,••:-'1 �.csdCar fa*,6 a aY 3bee E-i ing bma Via! or,+'0p't36os>;a.a� ase6 or r;adidetmN8oto a t el to erd<ax Snm aK 000eeact prsoq oreaserwaie raava ;oaouru pe:t bmkara�a Ib ��WgvAfx, `Selk•iq-i-R t A theproduct sold to the Buyer shall cocfam so do IbM'dUsiv pD Ig�cned U'y the U S p �i.aboe 9sfdyaitd liealtli d 1970: In the the product don aatsodnrm fo 0the Product 01 VA g:,ya . correct, o a at tlsa Sddrr's e> ie ter eseat SdIQ Suls to make a e jwvpriate eorr�ccl m rrit>:m a m re odga t me. oeaaction MB!*7a haatdw.Seffe s,agxase Buyer shall have tlse right to bspea the podz at delivery before accemw mem. . . �, llemoh; (brirc'hO d 5ttoem'' 'f xr ddautt all ar nay pars of d= mold vcrv&partiors of tt3s miII lfl5!dla bcax fifes of the terms °f 8allervrifkbe Seikrbecixnes msdveas ar oonamita urs or baaiocs�tcy..Svc�.sightto ��a:�: is in to and T Oct in .:: ;my r which Buyer =y have m law a aqudy. ► mbydicd tris �� • a€ wort` tsmder Yvs adt may. be e�nm�ed ui a geBn�ya az aeco:dm�oe with eErisprovisioe wmkwxu oricheaentadrrstutII:beeffecG�d ofT � r•• �oa bytbe deiivay of the Sella of a "Pletioa a:assaatioa the eatecr { ` Z a0.tmiaated aria ehe sato .shite asch+eimiaanau T�oeanes elfcctive such rE �s jp�stior, is t�A aadtdoa 47 0 {iettbcsigirrclause t3, id lieu Cfft >.: tAr memultiag d s�lalm� daaptama of pyo••:•:••••_ aFtla oe# is or eaoaa rtoaarulsie tla oomroi'oc teepsrcywboao pesiarmancr is kt=&:sd with, andwhick bytbe comvim o —abaahle dr7igmoe Bald 'oma No r4fit or kWAA in Us «ond:hin be assior &Uglfim of any obUstiaa made by sailer wabotdi k mrk= peszu:aoa. the asyerNdenVted assL=mW arddegaiian EY 3e[ler shaII be vrhaIIy taoid asastly d l . 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P_ VWCdbry:&rajaft�atforlxidsaad a?y otherUment s bySellar iesgasrt of leis bid a ttstmdad bytbs pestis as a +>rpe ersioa of thea mart sed is irtded slo as a °�'��''� 'ottixtersasof'ttrir a-•+•-• .�--�. i sisalIII t( Pts by WW1b-'=oursSCtea1 "' f� S=Satttha dut it � R-,` � e�N",�• Via. oneparty 1p this oostCact is Sood Talth )zas reason to t�oa.iLre oth4 •lofted w eat2 P� �'orm•be:teiap.demsadtltad psii�"gv�Csrr>fsas�tadca eftAis isstece to peafatsa 1a tlta s.reS tlad a daasnd is made waif ao ass�c�cerepuiB.�Yea witht fivetsS} days,:tLa A'tT #8pst'aaiare as art uilfator'y rtic�asim dtba contact. _ t 46 � •fix �ttti'3- �,{� . � a r Setter aXie�ut J defend' k ilea s> hu ox $oyer: ita'�gc'm °Susala cad amp"( d r J P 4 !wbids May aninviaa acvv� a�+aQet the $+aSA� q oo�e�eacr oetSs sus af}9is cr Mda� majr itdpwiar ara�t 6—fiom,r ngazgc a or om!saioa aEVW sella` at •&,rmpbyees, or Qf dW wbcaarrataa cNmue, appear, dtimd and Pay all dwge: cfattoraays cad ail coats aid a) if tel/ be nz4mep�dyya�i�ig* S! wee is any such sotim the Bala vhA mt ibc awn aiad 4 em U+d tee bythis ooatracC or otherwise provided by Sciic, a6si{ is s: i>mii the rapaa�hitity! fi r► i yar as Gere is prryvidw d. Elia ��"f Ja1(Iwr+rTtii'1 ' y agtced raid uaderstood.l5at time is oftbe form ofthU *Oct: act ow 9A 11, oto inert the rwz r+► i wit! Ursa Sel3ertr; be et dr�ubt oithis a,�tt. •. . M (IPABGtr<TO000rk P'[.P.A3E ERPLAIIwI• A / J• �C[ ,� j'�,�j� r $db fes;. ; Csrawttneet3oas. to �� r Job t& Job too Cataitot ptYh!ide tucgtited bonding. �I�^I:.C�� '� � . r no sot,vislt noao lbusiaas wigs me cityorL.h6odc.. (, C.t ff arnahle m reaao"l to tLls irk and Tun VdAj to eeettsae to aeedve brAftdms ro 5idt �TWL w PON TOTAL P.05 ON GENEPAL COND roxs:. ' READCAREFULLY- ilis>nutiam'LqTlyto sU bids sad btoomr a put orthc trsms ata cmd'dima of aey bid subaut.bod unless balder wk= • Csw � Chl' dIubbodr. saxtitttdon tlra ebim provided only and mast be signori. idcfyt6e idea bid. iorindia6 brava taaa+e +rod 4a?dml tDumber. if andtao�i primin die ooh�ma piw;dcdi ZbclWjnlbr RReamss; FAA bid taut 6e sled sa m euvdopc edcarly mirired vvatit "RFP U?�dmed A 0?, CoQeetioqM79241 of �ovctsairl Q-��', • "'O4(iiee and adehe66ed b Cay of iaebboek, PneCbatieeb Q�ar•, P.O.8vc900o, L;�+bbods.'i7C I�Sy. • • • • • • i • Bi Basmeat be•as the Purdmaoig pucepriorto dre closing date sedum- NOL ATE BIDS WaLBE ACC> td m3'=u+s«s I saimtc Eidr TiiE C:ZrY .L WYr ACCEn FAX B= The CiiU%ot L.abbodcteser+eem Bea riot, orput otan offer and m as ,pt 01 om e�matte geoea lot, city : �lltaashs �e riootptabSm if m dtys opiuran the troaseatry tegaaearesr<s to met fids tatusi hm lubmated on uses of grtanrityspecified - exiand and d owto W. In the avast of distlnQaV ales in etder>sieix, the unit price sbLI 80.°x. t Aq� viggeki= as to quartay to secure a beer price are vmkam es' ' ii reTim for bid am approximate only sad The CilXM ?ya.the timet to ' dune Ad itaai if the eo be 8nairbed are irarased such i 3w ase dUff be fa �qma ' ' ' ' � � i c= The w=e�ifid wii x shall Lave no claims � aoaot dgty to the cast Ear the � �� � �Y Sr mated prc>6ft ibe• the tpuo>fitiex e:l! i8e, litmiaiabed or de]exarl. $ids well ted be wmo"xcdamloa Sid F.O.B ddiveod and iodide tll def vay dad pukAM costa. The IHsbad ia dainvgod drsaecoBpt�tle 000ditiaa 25e nacre ad'u1 bidder mint baodk all cl>tiatS t+vdhw ertrets. aaa is A �I Z���yup-nmt:S-fimbytheCity. Bidt#C gtarxwp= a P+ prr or Frodt a oftred will cavo a exoeed spercificmioes idmtifird.0 this bid eviLrtim;Tha Liddel q ar ee ax or pcued to be d�cie aodmakc anwd al adutay • �e cr Qsay + MM tGthep¢► $oce t6m Cic¢,pr mvdy tetnova n=hvqutpntett a proeht arty fxtit� � � ococul0� the bidder aba>f npoa r a regt><,ss M4 pritxs tisyst befit far i mittitttam ofnanety (90) days. Bids snbja# to prise i»acnm will toot be axmkSere& 1n assi ardi=q. y the emit sad sire cmmd . •: Ue:mk prim than, govern. aoafaS' ,� , ' $XlhitFtid.thc6idderctrttfiesaodreptepontstoilxm 'CsEY 1 :aaor#tidtirnamed aa� . beodtt a othectlhng ofvalue fortlirteceipt d�pmaal treatmuoi' tpmommcv datwa; i vett ai say otbe:r eoottriat ofeLaa�t4on aonatan this bid. Bids taunt saes and add<es�; a biddrt' nava 5e slly ar�ord :P a to db wY�l:diaqualil�r+bid PersCt ;;iingbid aaastboCC MMACT yttt = on of 8'rdr $iib CAAlrlO'P 6c lelXrsed rramesded after bid dcs4 A>svatiaa made bdere bid t>losiaguta d be by audeftm No bis` mgy be withdtawu altar bid dc= g withmi tooeptabie r+eaton la and wh ttw ttppttival oftha te.., -- Sdie r s}stdi tnblaTit ; .cc::eess,, m dtipiiCabm opt sada prarba,e order or [almtt0 atleeaarhdalivcts..lavoim shall indictxa tht' der a girder ar{pttarhitE release tatmbet tiadtlse'iu ager�ts3lasmber if kavoiees dhsll bps itemkod and � �4 if siiq, sbsll bdtisoed scpar.sUdy. A Oc�MpY� aithe bill of ag and d* *eW -bm ap U-fite, shall be Wacbadto rte kvwoe. bra ft . Depaitmr .C4 aM%bfio* F.O. Box 1000. Labbock zeas 57. Arymert duR as be duezza the abarw imaxrmaas rte daNtoaunts ma sppra,�mady 30 aatmmr dx�ya given tt t ism goods ascus asrvio� icc ivcd•�m in cony City or aariypgmat dkWd be noted. Dish may bet ==lord i'a tow bid: Ifs: 7be` PO a e =#x frau Feduvl Fisc, Ststt Hales and TtauspC[Udcn race. TAX ]LUST NCT li Z ]N MED Irl BID. Fax exemption WO bm cmvted by Sw ABat neon regnant. . iA�sy erdalgg. bread a®e a MUWZ=Ai es tetbru ae is the apacifradi� is daaiptive sad NOT tealtietivr„ and.aeo, wed to indicate ELL q?�lny ltret tiesrxed aids oa.biYadc aa'tiice nattae sad (pxalitymay bt comida ed meleesoeor his mustahowm urer,bread.tiadan=Mr; mala RX camber. etc.. oa article o ibrea andsM& trpck �ibb iPccl saxciam Mother theta ad bread of stems � 44MficatoM illruttaear= sad e=pidr. &wnphve Iitex,Ntae *ad be lubar� with bid twl— previoeuly Eke with tlu PM&uswq Agin Minor deviations Seta wrRkA e;Qoi3fieadicae aixrllpat roeo�teily p disqualify a rmd� is bid, 73ie City dLxt6boCk spa�iauiocs oorma4tm w ill be tlr colt a numr &Wwigei t'Armrroed Tbs C' tem s' r+y c'P °' Approved t3rarrds ager oaech-vo testieg, peior usa�s or atsada>atioe 'Ilse City vein ani' �c(b M9nAi 4 five of dwj c, to qua ify ibr ltAApr*vcd Bund list Y� samplo nasal be marked v&h bidden game and ad&aa u s raglan and e>¢+eaao. *c uwlibM na dra v* or Med io *=ckadam and wxft vnli be velu-ned. V,rzyesx ipeciftwtions call far?me�eS to be aubaeifted, samples shall be daliveeed 5Y tFae bidder•, at bidder's vrpaese, fivedaya prig• to the 'r I Of" Each sea q& snail be dculy tagged to show bidder's name aid aeidress sad iter number. iJaamitYlA•iaa>t�e e.:......... >nfaci�tien vvaertntid iayd/oc tnaitetaaaaoe agreements peRataingti� said bid idane(6) ate m be 'tsdtsdtd m tit bid i i I q. COMPatibilitY.11st them on the Containek Contents Sb6ets, and pack them Into drums. Drums arepacked • rp�jdinesr the proper transportation, storage, -i anddisp!osal.of halzaj6ous waste. AAl'bottles, begs, -or. boges, received must be 'et'fos d and sound, ot-placed in sealed lightweight inert absorbent sufficient to contain the entire volume -of waste with d steel band', 'a bolt DOT Shipping Information, hazard JabeisEPA codes' and a packing slip are put on the drum, and tfi4 d' rums. givie-h a 'speclfin -contractor. code number., Once PmPerfY FOck2ged, .12beled 'n' and='If"We dited rUms win. be placed in a trailer for storage- Whent efficigint quantitya Cos 6f :hmaardoUs material has been cessed,will be aWd prepared for shipment to an EPA licenseld-storage fatality. The %foad Will be transported -in futty.permlttdd!trukdcs to a 4dr ge facility, then segMated for shipment to federally perit'nitt6d -hazardous waste dispodal sites, approvW by the City,' of Lubbock. S If 'materials cannot be prepared-fbr;shiprn, ent and trairisported off- site &turday, contractor must provide: security for overnight at the collection site. ite. Awedal:s,6oflected at bbIleicton -sites rhust be transported'. of -site,: Nliolf6a, proper pe _,*ging cka no later than 500 p.m., Sungft-Oct6ber 22, 1995.* . 9% L Shoulddhe Contractor not complete accepted; tasks �ind trans -Mbterials off the co lection site by 5,00 Om-Sunda'k. October as - I agreed upon, the Contractot shall J'dedLict-from cost of services charged to the City $1,500.00 per -day ora portion t*O,o:f if completion W-dalayed. Site Clean -Up: Contractor is respdnqble:f& the dean -up of collection area at the site. The site ffits� be cleaned Ino later than 5:00 O.M., Sunday, October 22, 1995; i:,,, ManProvide certificates' of dispopal. for aft wastes j'cl n uding. methods of disposal. CopiWof -aft- Mahifests must .66-prbvided to the City.-. -8-P I.. Control and -Response J The Contractor shall provide at Contra*es expense all: spill s control measures which are necessary t6 control any ty* of spin. 2; The Contractor Is completejyresponsible for the cle 4nup of any W11 atW 'result of his activities at the: Oh"p site. dtulnd . transoortatiort, or at the disposal facifity-0 Q The Contractor must d4anup spirts *11 s -in accordance with State and Federal regulations and verity that thq dean -up meets applicable cleanup standards. The City. reserves -the right I ri Site Clean -Up: Contractor is respdnqble:f& the dean -up of collection area at the site. The site ffits� be cleaned Ino later than 5:00 O.M., Sunday, October 22, 1995; i:,,, ManProvide certificates' of dispopal. for aft wastes j'cl n uding. methods of disposal. CopiWof -aft- Mahifests must .66-prbvided to the City.-. -8-P I.. Control and -Response J The Contractor shall provide at Contra*es expense all: spill s control measures which are necessary t6 control any ty* of spin. 2; The Contractor Is completejyresponsible for the cle 4nup of any W11 atW 'result of his activities at the: Oh"p site. dtulnd . transoortatiort, or at the disposal facifity-0 Q The Contractor must d4anup spirts *11 s -in accordance with State and Federal regulations and verity that thq dean -up meets applicable cleanup standards. The City. reserves -the right I Contractor,. Oenerator StEdUS and Acceptance for DiiposabC6ntract=-!'shall be db4ned,lbolbothe `generator" -.(for. the purposes Of Texas arid Federal l%i� adMpations)of all materials acre tett the dbPt�ct(* af the Hoosehold Hazardous Waste -Cplk4lion Day. ax" COifMCtOr.:Sh2ll assure that materials for-whic ntrapt CCdPtS ate hCo or a qerurotor status shall be accepted. for disposal -iet final the Sal &*06 a 414,44 Cohtmctor shall. be, and shall -remain, Ilan in jccordancevfth,' applicable law for all damages to the City caused by Contrictoirs :660gent pedormance of any: of the pursuantsen.$ces-fL#n1$hed'to this emdnt,.except.f;oreio Terrors, deficiencies t6 the ex>je lit -atbibutable to the City, City. furnished data or,any third pady.Contractor shall not be responsiblLa for time dLq ays caused by circumstances beyond the Contraci6es.'cbnb',d..' he'contractot wil1 designate at a. minim= onej Project Manag6r, Safety -Offider,'. and Othw staff adequate.to. safalk tolled, categqrk6, piackage,' Vans-po rtanddispose of waste coffecteOmm..t�.e..Hous"Id* HHazardousrdo -Wiiie Collection Day. Safety: I Coritractor s W. pay proper zl:W9oin6�e*1:4sfeof-�lHm volved pe*pnet thinudhout the program. Allpoeraticins. must be.. performed in a manner 16 accordance with kdirtf Ond, State regulatr%ns'.' . The I coMmOor shall *6 I t -um ih6flts pevs rid involv4d'ln this program are trained for the level of expertise required; for thi proper performance of 164 jaA'irid, * iri"pmrticulAr in the tmas:af chemical incompaifibgidy, -spals, HOrldling and per sonal protectl*,dquiptijint for City staff and cdntractoes:sUff shall be provided by Contractpr and be. appropriale. to Wd*hdr3dNnj; d(the hazard": wlisite. "See Item 3-_3.4-,jSafely 1;dh'd 18pIR C649n e64 Plan. j Th6l'Cdntriictor shall have g med1661 s104sillance program fbr piersonnel vcOv irilhediedhandling andl6r*6�osuie..-to the cheimic6f..'*rasteor tfi'e prim . ary containers to detect and cbrr�edj6b4elated injuries'or copo itions. Training sessions for C4 staff mill be prodded by the T. 2.4 Disposal Facility List Laidlaw owns and operates a wide variety of hazardous and non -hazardous waste treatment, storage, disposal, and recycling facilities. We expect to send over 80% of the City's material to Laidlaw facilities. Laidlaw also sends waste to facilities owned by others. Below are the disposal facilities which may be utilized throughout the course of this project: Laidlaw Environmental Services (TES), Inc. 500 Battleground Road LaPorte, Texas 77572-1009 EPA ID#: TXD982290140 713-476-0645 Contact: Bill Hallam TSDF, PCB and dioxin storage, Transfer Station/Service Center Laidlaw Environmental Services (Recovery), Inc. Highway 1112 Crowley, Louisiana 70526 EPA ID#: LAD079464095 313-783-2624 Contact: Joseph Webb Solvents, Fuel Blendable Materials Laidlaw Environmental Services (TS), Inc. Watlington Industrial Road Reidsville, North Carolina 27320 EPA ID#: NCD000648451 919--342-6146 Contact: TM Collier TSDF, Service Center, Consolidation Laidlaw Environmental Services (WT),Inc. 1640 Antioch Pike Antioch, Tennessee 37013 EPA ID#: TND000772277 615-833-2059 Contact: Chris Lock Wastewaters ` Laidlaw Environmental Services of Illinois 6125 N. Peratonica Road P.O. Box 479 Pecatonica., Illinois 61063 �^ EPA ID#: ILD039616677 i 815-239-2377 } Contact: Mike Hunter r^ TSDF, Consolidation, Service Center 31 r�; Laidlaw Environmental Services of South Carolina, Inc Box 255, Route 1 Pinewood, South Carolina 29125 EPA ID#: SCD070375985 803-452-5003 Contact: John Deal, Jr. Accepts Landfillable Materials Other Than PCB's, Dioxins, and Reactives Laidlaw Environmental Services (TOC), Inc. 301 Railroad Street Roebuck, South Carolina 29376 EPA ID#: SCD981467616 803-576-1085 Contact: Karl Chandler Accepts Liquids For Incineration Except PCB's, Dioxins, and Reactives Laidlaw Environmental Services (BDT), Inc. 4255 Research Parkway Clarence, New York 14031 EPA ID#: NTD000632372 716-759-2868 Contact: Nick Culian Cylinders, Reactives Laidlaw Environmental Services of Bartow, Inc. 170 Bartow Municipal Airport Bartow, Florida 33830 EPA ID#: FLD980729610 Contact: *'Paul 'Manak Solvents and Glycols For Recycling Laidlaw Environmental Services of Whitecastle, Inc. P.O. Box 338 Whitecastle, Louisiana 70788 EPA ID#: LAD982549636 504-545-3676 Contact: Dan Derefmko Non -Hazardous Waste For Landfarming Laidlaw Environmental Services (Altair), Inc !- 2 miles North of Altair, TX, Left side of Highway 71 Altair, Texas 77412 EPA ID#: TXD980624274 409-234-2045 Contact: Mark Galliart Non Hazardous Landfill r 32 rr, Laidlaw Environmental Services, Ltd. 5369 Maingate Drive Missisauga, Ontario IAW 1G6 905-602-4141 Contact: Blake Higgins Paint Recycling r APTUS w P.O. Box 1328 Coffeyville, Kansas 67337 EPA ID#: KSD981506025 316-251-6380 Contact: Bill Lay PCB'S, Dioxins, And Other Incinerables Marine Shale Processors, Inc. 110 James Drive West Suite 120 St. Rose, Louisiana 70087 EPA ID#: LAD 981057706 Contact: Mr. George Eldredge Accepts Recyclables And Incinerables Other Than Mercury and PCB's ENSCO, Inc. P.O. Box 8513 1 " 333 Executive Court Little Rock, Arkansas 72205 EPA ID#: ARD069748192 + 501-223-4118 Contact: John Corcia Accepts Incinerables Other Than Dioxins and PCB's r- Lyondell Petrochemical Company Houston Refinery 1200 Lawndale Houston, Texas 77017 713-475-4111 Contact: Dr. Bob Gower Waste Oil For Recovery 33 Inmetco Post Office Box 720 245 Portersville Road Ellwood City, Pennsylvania 16117 EPA ID#: PAD087561015 412-758-5515 Contact: John C. Onuska Jr. ` Metals Reclamation r APTUS w P.O. Box 1328 Coffeyville, Kansas 67337 EPA ID#: KSD981506025 316-251-6380 Contact: Bill Lay PCB'S, Dioxins, And Other Incinerables Marine Shale Processors, Inc. 110 James Drive West Suite 120 St. Rose, Louisiana 70087 EPA ID#: LAD 981057706 Contact: Mr. George Eldredge Accepts Recyclables And Incinerables Other Than Mercury and PCB's ENSCO, Inc. P.O. Box 8513 1 " 333 Executive Court Little Rock, Arkansas 72205 EPA ID#: ARD069748192 + 501-223-4118 Contact: John Corcia Accepts Incinerables Other Than Dioxins and PCB's r- Lyondell Petrochemical Company Houston Refinery 1200 Lawndale Houston, Texas 77017 713-475-4111 Contact: Dr. Bob Gower Waste Oil For Recovery 33 ThermalKEM I 454 South Anderson Road .. BTC 532 Rock Hill, South Carolina 29730 EPA ID#: SCD044442333 803-325-5310 Contact: Elizabeth Strayer r" Incinerables Rollins Environmental -Services, (TX) Inc. P.O. Box 609 Deer Park, Texas 77536 EPA ID#: TXD055141378 713-930-2300 Contact: Don Dillard PCB's, Cylinders, and Other Incinerables (Dioxins Not Included) Ross Incineration Services, Inc. 36790 Giles Road Graf m, Ohio 44044 EPA ID#: DED048415665 f 216-748-2171 Contact: Daniel M. Alexander, Jr. Accepts Incinerables Other Than PCB's and Dioxins LWD, Inc. P.O. Box 327 Calvert City, Kentucky 42029 EPA ID#: KYD981477821 502-395-8313 Contact: Amos Shelton Accepts Incinerables Other Than PCB's and Dioxins r- 34 General Battery (Exide) 645 Penn Street P.Q. Box 14205 Reading, Pennsylvania 19612-4205 EPA ID#: PAD990753089 215-378-0500 .. Contact: Bob Jordan Batteries For Recycling Rollins Environmental -Services, (TX) Inc. P.O. Box 609 Deer Park, Texas 77536 EPA ID#: TXD055141378 713-930-2300 Contact: Don Dillard PCB's, Cylinders, and Other Incinerables (Dioxins Not Included) Ross Incineration Services, Inc. 36790 Giles Road Graf m, Ohio 44044 EPA ID#: DED048415665 f 216-748-2171 Contact: Daniel M. Alexander, Jr. Accepts Incinerables Other Than PCB's and Dioxins LWD, Inc. P.O. Box 327 Calvert City, Kentucky 42029 EPA ID#: KYD981477821 502-395-8313 Contact: Amos Shelton Accepts Incinerables Other Than PCB's and Dioxins r- 34 2.5 Permit Information The La Porte facility is authorized to receive, store and process industrial and household solid wastes accordance with local, state, and federal regulations. Our facility permit number is HW -50225-001 and EPA permit number is TXD 982 290 140. A copy of the first page of Laidlaw's permit for industrial solid waste management follows. 34 r TEXAS WATER COMMISSION Stephen F. Austin State Office Building Austin, Texas PERMIT FOR INDUSTRIAL SOLID WASTE MANAGEMENT SITE issued_under provisions of TEX. HEALTH & SAFETY CODE ANN. Chapter 361 (Vernon) Name of Permittee: Site Owner: Registered Agent for Service: Classification of Site: Permit No.__HW-50225-001 EPA Permit No. TXD 982290140 This permit supercedes and replaces Permit No. HW -50225-001 issued on July 12, 1990. Technical Environmental 500 Battleground Road La Porte, Texas 77571 Technical Environmental 500 Battleground Road La Porte, Texas 77571 Bill Boring 500 Battleground Road: La Porte, Texas 77571 Systems, Inc. Systems, Inc. Hazardous and Non -Hazardous Waste Storage and Processing, Off-site, Commercial The permittee is authorized to receive, store and process industrial solid wastes in accordance with limitations, requirements, and other conditions set forth herein. This permit is granted subject to the rules and other Orders of the Texas Water Commission and laws of the State of Texas. Nothing in this permit exempts the permittee from compliance with the applicable rules and regulations of the Texas Air Control Board. This permit will be valid until canceled, amended, or revoked by the Commission except that the authorization to receive and store wastes shall expire at midnight,' tin years after April 6, 1988. All provisions in this permit stem from state 'and/or federal authority. Those provisions marked with an asterisk (*) stem from federal authority and will implement applicable requirements of the Hazardous and Solid Waste Amendments (HSWA) for which the Texas Water Commission is not authorized. Those provisions marked with a double asterisk (**) have been provided by the Texas Air Control Board for incorporation into this permit. APPROVED. ISSUED, AND EFFECTIVE this 26th day of March 1991 ATTEST: y of Afthe ion t. rw-aoaoa (R«►. os.oa.oa) 2.6 Related Project Experience The entire company has participated in a combined total of approximately 2,500 HHW events across the United States and Canada - more than any other contractor. These i programs have included pilot programs at a single site, multi -day and multi -site i programs, mobile programs and permanent programs in several states. They have ranged in size from less than 50 participants to well over 3,000 per day at a single site. During the last year, Laidlaw participated in over 230 collection programs, including conducting multiple large sites on the same date in several cases. For example, in April 1992 Laidlaw's Reidsville North Carolina facility simultaneously handled HHW collection sites in the City of Raleigh, Wake County, and Mecklenburg County. A total of over 4,700 North Carolina residents were served with minimal waiting times - usually .• less than 15 minutes. Our first experience with HHW events began in 1983, in Madison, Wisconsin. Laidlaw and its predecessor corporations conducted the largest and most famous mobile HHW collection program in the United States - Florida's Amnesty Days program. The Amnesty Days program was originally conducted across Florida between May, 1984 and May, 1987 to allow residents to dispose of unwanted chemicals. It was intended as a one time project to raise public awareness and encourage continuing local waste management programs. The program was quite successful, and several Florida counties have continued collections, often with state grants to supplement local funding. Florida's program was unique in the country in that it did not simply collect household hazardous waste from homeowners. It specifically reached out to small businesses, farmers, schools, and government agencies to provide opportunities for safe, economical hazardous waste management. During the program, over 10,000 participants brought in over 1.4 million pounds of hazardous wastes. A=mcsiy Days was reauthorized by the Florida Legislature in 1988. As with the previous program, mobile collection stations allowed residents to drop off their waste products. However, more emphasis was placed on recycling during this new Amnesty Days program. Lead -acid batteries, used motor oil, and latex paint were collected and managed locally. Again, Laidlaw Environmental Services was the contractor and provided the mobile collection stations, staff, training for state and local personnel, provided project management, and accepted all hazardous wastes for treatment or disposal. Hazardous wastes were recycled or reused when possible, and some were used as supplemental fuel to replace virgin petroleum or natural gas in industrial boilers or burners. Other wastes were incinerated or chemically treated. Land disposal was kept to a minimum - less than four per cent of the collected hazardous waste. Between March, 1989 and May, 1991, Laidlaw's mobile collection stations operated 177 days at 104 different sites in 64 counties. A total of over 33,000 participants delivered over 3.7 million pounds of hazardous and recyclable wastes. Laidlaw continues to provide both mobile and permanent HHW collection services to several counties in Florida, including Brevard, Manatee, Marion, Volusia, Seminole, Highlands, Clay, Lee, Citrus, Hardee, Hendry, DeSoto, Levy, Jefferson, Broward, and i." Monroe. 36 t In the Carolinas, Laidlaw has conducted five of the six programs held in South Carolina Orangeburg in 1989, Spartanburg in 1990, and Columbia in 1990, 1991, and 1993. In North Carolina we have been the contractor on multiple programs in the City of Raleigh and Wake County, Winston-Salem, Durham, and Charlotte/Mecklenburg County. We have also donated HHW collection programs to Reidsville, North Carolina where one of our transfer facilities is located. In Virginia, Laidlaw has been the contractor on mobile programs including Charlottesville, Chesterfield, Fairfax County, Loudon County, Prince William County, and the City of Alexandria. Finally, Laidlaw is proud to have been selected as the contractor for several HHW programs in Tennessee. We conducted programs for the League of Women Voters of Knox County in April of 1990, the City of Knoxville in May of 1993, and multiple sites for employees of the Tennessee Valley Authority in April of 1992. We have also donated three HHW collection programs for Robertson County, where our Greenbrier transfer facility is located. Laidlaw is currently contracted by the Tennessee Department of Environment and Conservation to conduct HHW programs in the State's 91 non -metropolitan counties. Two programs are conducted each Saturday, March through November. So far more than 50 programs have been conducted, serving nearly 7000 households in rural Tennessee. In addition, Laidlaw conducted Metro Nashville/Davidson County's first collection event on October 8, 1994, serving more than 2600 households. A similar number of households were served in Colorado Springs, at two sites, on August 27, 1994. Laidlaw is honored to have conducted every program in Mississippi since the implementation of the state's new grant program this year. So far five communities and one military base have conducted programs using Laidlaw. "Fina11y,'in-'Texas, it has been our privilege provide household hazardous waste services to many of the state's most prominent communities, including Dallas, Fort Worth, Corpus Christi, Harlingen, Greenville, Waco, and New Braunfels. Laidlaw has conducted a series of collections for the Brazos River Authority in College Station, Temple, Brenham, and Bryan, Texas. Laidlaw is proud to have worked with the Texas' Capital City of Austin since 1986, beginning with one day collection programs, through the design and development of the state's first permanent collection facility. No other contractor offers the same depth of experience in this field. It is not possible to provide a complete list of all 2,500 programs the company has conducted, but a small list of the programs conducted since 1984 provides ample evidence of Laidlaw's ability to provide the City with the highest caliber service. 38 i Listed below is a description list of Laidlaw's corporate and individual experience in handling other Household Hazardous Waste programs: Mr. Robert Fernandez Environmental Program Manager City of Austin 206 E. 9th Street, Ste. 17.102 Austin, Texas 78701 512-499-2737 On -Going Program Mr: Ruben Diaz Director of Public Works Director of Purchasing and Equipment Services City of Harlingen P.O. Box 2207 Harlingen, Texas 78551 512-427-8722 1993 - Mr. Bob Terrell City Manager of the City of Fort Worth City of Fort Worth Purchasing Department 1000 Throckmorton Fort Worth, Texas 76102 817-871-6107 1993, 1994 Mrs. Teemus Warner Recycling Coordinator City of Waco P.O. Box 2570 Waco, Texas 76702-2570 817-751-8563 1993 Mr. Ralph Sherman Household Hazardous Waste Disposal Manager City of Corpus Christi 2525 Hygeia Corpus Christi, Texas 78469-9277 512-857-6284 1993, 1994 39 Mr. Elroy Friesehahn City of New Braunfels 424 South Castell New Braunfels, Texas 78130 210-608-2120 1994 40 2.7 Letters of Reference Please see attached three letters of reference from municipalities who highly recommends Laidlaw as the contractor of choice for their collection events. 40 r ram CITY OF HARLINGEN CAPITAL OF THE LOWER RIO GRANDE VALLEY "WORiONG ASA TEAM To PROVIDE QUALITY SERVICE WITIH RESPECT ANO FAIRNESS TO ALL CITIZENS - April 16,_1993 To whom it may concern: The City of Harlingen held it's 1st Annual Hazardous Waste Collection Day on _.:. �.:nmental Services from La Porte; Texas _.L._ .. .. ;; , _ ..... . In this one -day event. Laidlaw - s:;:: a .vent in a p: ofessi oral manner azid was in full cooperation with city staff and volunteers, piwnw�0104W_J_ ;W_ .%Cl 'i:111`X1.11�.Y/�c21 �•:/l 118 E TYLER . P.p P,0X 2?07 + HARI.INGEN. TEXAS 7855; • 151121 427-V700 s� City of Austin Founded by Congress. Republic of Texas. 1834 Municipal Building. Eighth at Colorado. P.O. Box 1088. Austin. Texas 78767 Telephone,- 512:499.2oCKU April 12, 1993 Mr. William Hallam Laidlav Environmental 500 Battleground Road LaPorte, Texas 77571 Lear Mr. Hallam: Services, Inc. The purpose o: this letter is to provide information relative to the service provided by Laidlaw Environmental Services Inc. to the City of Austin Household Hazardous Waste Collection Program. Laidlaw Environmental Services, Inc. has been under contract with the City of Austin to service the Household Hazardous Waste Collection Program since September, 1991. The program, as implemented under the current contract requires on-site service every two months during regularly scheduled collection events. Prior to this date, Laidlaw Environmental Services, Inc. also serviced the City's 1990 program when it was implemented on a yearly basis. Each of the events implemented under the contracts mentioned above were-c.ompl.e.ted..in a competent, safe, and efficient manner, and vere The City of Austin has found the service provided to be exceptional, and are pleased with the service that this program has received. Sincerely, r Robert L. Fernandez, R.E.P. 4 Environmental Program Manager Environmental and Conservation Services Department RLF/bh � car. ssas a, March 19, 1993 � rc ZU g11"UiNTX SOLID WASTE MANAGEMENT . DEPARTMENT Terry Lynn Traynor Technical Sales Representative Laidlaw Environmental Services, Inc. 6015 East 58th Avenue Commerce City, Colorado 80022 Dear Ms. Traynor. .: :131• I'm pleased, on behalf of the E1 Paso County Solid baste Management Department, to :crit_ a letter of recommendation for Laidla*: Environmental Services, Inc. Laidlaw is the County's primary service contractor for the household chemical waste collection programs and has been since the program's inception. in 1990. The household chemical waste collection and disposal programs, with Laidlaw's assistance, have become some of the most successful programs in the State -of Colorado. This is due, in part, to i.aidlaw's staff, ttteir dedication and understanding of the household tlemital •caste -tollectfon and disposal process. Laidlaw's staff has also assisted in the development of a universities, colleges and school districts (UCSD) hazardous waste collection and disposal program within El Paso and Teller Counties. The first (pilot) program was held last year, and both the participants and I found Laidlaw's professional staff to be very helpful in implementing and making this program a success. The UCSD Program has now become a yearly event with a majority of the UCSD participating, based upon their disposal needs in the program this year. Phone -719-520-6467 Inforrnation-719-520-6479 FAX -719-520-6487 27 E. Vennijo Colorado Springs, co s0903 If You Are Not Buying Recycled - You Are Not Recycling 17 Page 2 T. Traynor March 19, 1993 In addition, the County has implemented a second program for collecting and disposing of hazardous waste from local print shops under the category conditionally exempt -small quantic providedav of staff for the seminar and, again, their eprofessionalism.vill guaranteetheE success of this program with the business community. Y These are but a few vays in which Laidlav, and Terry personally, have provided me and the residents of E1 Paso County with assistance and made the pragrams within E1 Paso County a success. ! Thank you, and if you have any questions please call me at (719) 520-6467. Sincerely, John D. Fisher, Director Solid Vaste Management Department JDF/lp i r 2.8 Recycling and Reuse E, Laidlaw promotes beneficial reuse and recycling of collected household hazardous waste PM whenever possible. For the City's program, we propose the following: * Used motor oil Used motor oil may be handled by a recycler selected by the City. If necessary, Laidlaw will assist the City in locating a reputable waste oil recycler. * Lead -acid batteries Lead acid batteries may be handled by a recycler selected by the City. If necessary, Laidlaw will assist the City in locating a reputable battery recycler. * Useable latex and oil based paints Useable latex paint may be separated by colors and bulked into useable quantities for distribution to community service groups such as Habitat for Humanity and Graffiti Busters. It is recommended that latex paint sorting and bulking be conducted by volunteers and/or City personnel; however Laidlaw will be prepared to supply personnel to perform these tasks during all collection events if it is deemed necessary by the City. Laidlaw's Peel facility efficiently sorts, processes and bulks suitable types of waste to produce a product suitable for commercial reuse. Paint formulas may contain potentially hazardous components such as lead, mercury, isocyanates and PCB's. Waste paint may also contain hazardous compounds added by the user. The Peel facility ensures the preparation of a safe recycled product through careful handling and controlled mixing and processing, while at the same time requiring a strict QA/AC protocol which involves frequent sampling and analyses. Liquid paints which fail quality standard tests are properly disposed .of through high-temperature incineration; solid paints are landfilled. The recycled paint product produced at Peel consistently meets, or exceeds the safe -use, quality and performance criteria established for current commercially available paints. Each drum of product is tested for a range of paint performance and safety parameters. If it passes, it is forwarded to a paint manufacturer, Scarfe Paints Limited, of Owen Sound, Ontario, for finishing, canning, and distribution. Scarfe fine filters the paint, does viscosity adjustments and adds select volumes of other ingredients to stabilize paint performance. The finished product may have from SO to 99 percent recycled product, depending on the specification requirements of the finished product. Peel is an attractive alternative for our clients desiring an environmentally safe and innovative method for managing their paint waste. 42 * Nickel -cadmium batteries r Rechargeable NiCad batteries may be packaged and sent for recyling.Laidlaw's proposed recycling outlet for this material is Inmetco, located in Ellwood City, PA. * Metallic mercury Any metallic mercury received should be packaged and shipped for recycling. Laidlaw's proposed recycling outlet for this material is Bethlehem Apparatus, located in Hellertown, PA. * Miscellaneous products In order to minimize the City's costs and promote beneficial use of collected � ., materials, Laidlaw encourages the City to remove useable products for City i vehicles, buildings, or grounds. Examples may include automotive products, cleaners, some pesticides/fertilizers; and paints. However, please understand that Laidlaw does not encourage a large scale, public "waste exchange" program due 7 to product liability concerns. 44 r 2.9 Sample Household Hazardous Waste Collection Agreement Laidlaw's sample Household Hazardous Waste Collection Agreement follows. This agreement is open for negotiation. M, r 7 HOUSEHOLD HAZARDOUS WASTE COLLECTION AGREEMENT This Agreement, dated this day of 1994 by and between (the Sponsor) and Laidlaw Environmental Services (TES), Inc., a Texas corporation, (Laidlaw), states as follows: WHEREAS the Sponsor desires to conduct a Household Hazardous Waste Collection Program to provide a safe, convenient place where citizens of can dispose of stored household hazardous wastes; and WHEREAS the Sponsor desires to hire a professional contractor knowledgeable and experienced in conducting such a waste disposal program, and WHEREAS Laidlaw has represented that it is staffed with personnel knowledgeable and experienced in conducting such a waste disposal program. WITNESSETH: Now, therefore, in consideration of the mutual promises and benefits of this Agreement, the Sponsor and Laidlaw agree as follows: I. Employment of Laidlaw. The Sponsor agrees to hire Laidlaw and Laidlaw agrees to act as the Sponsor's contractor to conduct the Household Hazardous Waste Collection Program on , 1994. II. Scone of Services. Laidlaw shall perform in a good and professional manner the services identified in the Sponsor's Request for Proposal dated 1994, as modified by Laidlaw's Proposal dated , 1994, copies of which are attached hereto and incorporated by reference, as well as the services listed in this Agreement. Any conflict between the terms of this Agreement and the terms of the Request for Proposal or the Proposal will be governed by the terms of this Agreement. A. Laidlaw shall have present at the collection site employees or agents of Laidlaw as described in the Proposal trained in the identification of hazardous and acutely hazardous wastes (collectively "Wastes") as defined by federal or Texas laws or regulations, and such materials and equipment as are necessary to handle, containerize, label, load and transport mch Wastes fr= the Sponsor's service area in a manner conforming to Texas and federal laws and regulations. B. Laidlaw shall accept Wastes, for transportation and disposal from the Sponsor service area, only from such individuals as are designated by a Sponsor representative present at the site as being residents of the Sponsor service area, and only in such amounts as are approved by such representative. C. Except as provided in Paragraphs d and a below, Laidlaw disclaims all responsibility for and assumes no liability for the following Wastes which it will neither handle at the site nor accept for disposal: Explosives or Shock Sensitive Materials and Ammunition, Unknown Materials, Radioactive Materials, Infectious or Biologically Active Materials, Dioxin associated wastes from households only will be handled by Laidlaw through incineration and the Sponsor will compensate Laidlaw for packaging, transportation, and disposal in accordance with the fee schedule. PW D. If a citizen brings any Waste chemical listed in Paragraph c other than those listed in Paragraph d to the collection station, and if the Sponsor decides to accept the G Waste, Laidlaw will package the material for the Sponsor and the Sponsor will compensate Laidlaw for packaging services in accordance with the fee schedule in the Proposal. Laidlaw will endeavor to arrange for disposal of such material with a properly permitted and licensed Subcontractor; however, if either the disposal arrangements or the charges for such disposal are unsatisfactory to the Sponsor, then further management and disposal of such material shall be 7 the sole responsibility of the Sponsor. M. Time of Performance..Laidlaw shall begin the services to be performed under 711 this Agreement upon Notice to Proceed from the Sponsor, and shall undertake such services to assure readiness for and successful completion of the Household Hazardous Waste Collection Program. ., IV. Termination. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other, provided that such termination shall be without prejudice to any other remedy the party may have. In the event of termination, any work in progress will.. continue to completion unless specified otherwise in the notice of termination. The Sponsor shall pay for any such work in progress that is completed by Laidlaw and accepted by the Sponsor. V. Excuse of Performance The Sponsor's obligation to deliver and Laidlaw's obligation to accept for servicing any waste pursuant to this Agreement may be suspended by either party in the event of. act of God, war, riot, fire, explosion, accident, flood, sabotage; �- lack of adequate fuel, power, raw material, labor, containers, or transportation facilities; c compliance with governmental requests, laws, regulations, orders or actions; revocation or modification of governmental permits or other required licenses or approvals; breakage or failure of machinery or apparatus; national defense requirements or any other event beyond the reasonable control of such party; labor trouble, strike, lockout or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgment); which event prevents the delivery, transportation, acceptance, treatment, incineration, or disposal of -she svastr- 'VI. ' Comnbnsation and Payment. The Sponsor agrees to pay Laidlaw for its services in accordance with the price and terms of payment set forth in the attachments to this Agreement. Payment terms are net 30 days from invoice. The parties agree that damages for breach of Sponsor's obligations under this portion of the contract would be difficult or impractical to determine as a result of the difficulty of precisely measuring the additional administrative costs that Laidlaw incurs for delinquent accounts. Because of the difficulty in determining the damages resulting from Sponsor's breach of its obligation. to make payment when due, Laidlaw and Sponsor agree that, in the event Sponsor fails to make payment when due, an amount equal to 1.5 % per month will be added to all amounts outstanding for more than .. thirty (30) days. This amount will be calculated on the number of days in excess of thirty (30) days past the invoice date to the date payment is received at Laidlaw. Sponsor is responsible for notifying Laidlaw of an fy� g y question concerning an invoice. In addition, Sponsor shall be responsible for collection agency or legal fees incurred in collecting payment of an invoice. t Sponsor shall reimburse Laidlaw for taxes, tariffs, fees, surcharges, or other charges imposed by legislation or regulations enacted or promulgated after the execution date of this '- Agreement and levied specifically upon the transportation, treatment, storage, incineration, recycling or disposal of the waste upon thirty (30) days written notice of such change in legislation. and upon submission by Laidlaw of evidence that such charges have been levied or paid. C r VII. Generator, The Sponsor shall' be deemed to be the "Generator", for recordkeeping and paperwork purposes, of all Wastes accepted by Laidlaw during the Household Hazardous Waste Program from residents of the Sponsor's service area. �., VIII. Licenses, Laidlaw certifies, that on the day of collection, it will have: A. Valid Environmental Protection Agency ("EPA") identification numbers for transportation and storage of hazardous and acutely hazardous wastes; and PM B. A valid Texas permit for transportation of hazardous wastes. IX. Insurance. Laidlaw shall procure and maintain, at its expense during the term of this Agreement, at least the following insurance covering the services to be performed under this .. Agreement: (a) Worker's Compensation - $1,000,000 or statutory; (b) Employer's Liability - $5,000,000 per occurrence; (c) General Liability (bodily injury and property damage) - $5, 000, 000 per occurrence, $10,000,000 annual aggregate combined single limit; (d) Automobile Liability - $5,000,000 per occurrence combined single limit; (e) Environmental Impairment Liability for sudden accidental occurrences - $1,000,000 per occurrence, $2,000,000 annual aggregate; (f) MCS -90 Endorsement for hazardous materials transportation - $5,000,000. At least 10 days before the first collection day, Laidlaw shall provide the Sponsor with a Certificate of Insurance showing coverages a, b, c and d above, naming the Sponsor as certificate holder and noting the Sponsor's interest. Laidlaw shall also provide copies of documents demonstrating coverages a and f above. X. Title to Waste. Title to all identified Waste accepted by Laidlaw at the site from residents of the Sponsor's service area for transport and disposal by Laidlaw shall pass directly from such residents to Laidlaw at the time of its acceptance. M. Warranty.. Laidlaw warrants that it understands the currently known hazards and suspected hazards which are presented to persons, property and the environment by the transportation, treatment and disposal of Wastes. Laidlaw further warrants that it will perform all services under this Agreement in a safe, efficient, and lawful manner using industry -accepted practices, and in full compliance with all applicable state and federal laws and regulations. Sponsor warrants that it is in compliance with all applicable state and federal laws governing its =der ldft Agreement, and that it is under no legal restraint or order which would prohibit transfer of possession or title of collected wastes to Laidlaw or prohibit the servicing of such waste or Laidlaw's performance of services under this Agreement. Sponsor will cooperate and/or assist Laidlaw, as requested, with its defense, negotiation, adjustment and or settlement of a claim against Sponsor. XII. Indemnification. A. Laidlaw shall indemnify, hold harmless and defend the Sponsor from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable attorney's fees) which may be alleged against the Sponsor or which the Sponsor may incur, become responsible for, or pay out as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment, or any violation or alleged violation of governmental laws, regulations or orders, to the extent that such damage was caused by Laidlaw's or Laidlaw's agents' negligent, willful or intentional act or omission, breach of contract or a failure of Laidlaw's warranties to be true, accurate or complete. B. To the extent allowed by law, the Sponsor shall indemnify, hold harmless and defend Laidlaw from and against any and all liabilities, claims, penalties, fines, forfeitures, suits and the costs and expenses incident thereto (including cost of defense, settlement, and reasonable attorney's fees) .which may be alleged against Laidlaw or which Laidlaw may incur, become responsible for, or pay out as a result of death or bodily injury to any person, destruction or damage to any property, contamination of or adverse effects on the environment, or any violation or alleged violation of governmental laws, regulations or orders, to the extent that such damage was caused by the Sponsor's or the Sponsor's agents' negligent, willful or intentional act or omission, breach of contract or a failure of the Sponsor's warranties to be true, accurate or complete. XIII. Independent Contractor Laidlaw is and shall perform this agreement as an independent contractor and, as such, shall have and maintain complete control over all of its remployees and operations. Neither Laidlaw nor anyone employed by it shall be, represent, act, purport to act, or be deemed to be the agent, representative, employee or servant of the Sponsor. XIV. Modification. No modification of this Agreement shall be binding on Laidlaw or 7 the Sponsor unless set out in writing signed by both parties, except however that the Price List may be modified by Laidlaw providing thirty (30) days written notice to the Sponsor. 7XV. Headings. The titles of the paragraphs of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting the provisions of this Agreement. XVI. Completeness of Agreement This Agreement and any documents incorporated 7 by reference herein contain all the terms and conditions agreed to by the Sponsor and Laidlaw, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or �• any part thereof shall have any validity or bind any of the parties hereto. XVII. When Rights and Remedies Not Waived In no event shall the maldng by the Sponsor of any payment to Laidlaw constitute or be construed as a waiver by the Sponsor of any breach of covenant, or any default which may then exist, on the part of Laidlaw, and the malting f of any such payment by the Sponsor while any such breach or default exist shall in no way impair or prejudice any right or remedy available to the Sponsor with respect to such breach or �^ default. Any waiver by either party of any provision, or condition of this Agreement shall not be construed or decreed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the party to be bound. XVIfL gusonnel, Laidlaw represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. Laidlaw is and shall perform this agreement as an independent contractor, and as such, shall have and maintain complete control over all its employees and operation. XIX. Non -Discrimination Provision During the performance of this Agreement, Laidlaw agrees as follows: A. Laidlaw will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin, except: where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of Laidlaw. Laidlaw agrees to post in conspicuous places, available to employees and ., applicants for employment, notices setting forth the provisions of the nondiscrimination clause. B. Laidlaw, in all solicitations or advertisements for employees placed by or on behalf of Laidlaw, will state that Laidlaw is an equal opportunity employer. C. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. I XX- Notices. Any notices, bills, invoices or reports required by this Agreement shall be sufficient if sent by the parties in the "United States mail, postage paid, to the address noted below: If to the Sponsor: If to Laidlaw: Laidlaw Environmental Services (), Inc. Attn: Facility Manager with a copy, to: Laidlaw Environmental Services, Inc. 220 Outlet Pointe Blvd. (29220) P. O. Box 210799 (29221) Columbia, South Carolina Attn: Legal Department Sponsor shall give written notice to Laidlaw of a claim for indemnification under paragraph 12 of this Agreement within fifteen (15) days following Sponsor's first knowledge of the event or occurrence which gives rise to that claim. Upon receipt of notice, and determination by Laidlaw that Sponsor has a valid claim for indemnification, Laidlaw shall have the right to retain counsel to defend, negotiate, adjust, and/or settle a claim against Sponsor and Laidlaw will pay r , reasonable attorney's fees and other litigation expenses. Laidlaw has no obligation to indemnify Sponsor when Sponsor does not provide timely notice of a claim allowing Laidlaw the timely opportunity to defend, negotiate, adjust, and/or settle the claim. )M. Governing Law., aw The Sponsor and Laidlaw agree that the validity and construction .of h s,Ag : hall be governed by the laws of (Texas), except where preempted.by federal law. XXII patent Infringement Disclaimer Laidlaw disclaims any and all liability for past, present or future patent infringement relating to any apparatus, process, design, product, composition or structure which is made, constructed, used, sold, practiced or supplied by Laidlaw for the purpose of fulfilling the terms of this Agreement. Laidlaw does not represent and expressly does not warrant that any apparatus, process, design, product, composition, or structure which is made, constructed, used, sold, practiced or supplied by Laidlaw does not infringe any issued or future United States or foreign patent. Sponsor may not seek indemnification from Laidlaw for any damages, attorneys fees or costs as a result of a claim of patent infringement brought against it relating to any apparatus, process, design, product, composition or structure which was made, constructed, used, sold, practiced or supplied by Laidlaw. arability. If any section, subsection, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable such illegality, invalidity, or unenforceability shall not affect the legality, validity or enforceability of the Agreement as a whole or of any section, subsection, sentence or clause hereof not so adjudged. IN WITNESS WHEREOF, (sponsor name] and Laidlaw have executed this Agreement as of the date first written above. SPONSOR BY: TITLE: LAIDLAW ENVIRONMENTAL SERVICES (TF.S), INC. BY: �.., TITLE: Corporate Seal: 8 4 t[� 6 , f E t C , i i r CITY OF LUBBOCK PURCHASING DEPARTM ZNT P.O. BOX 2000 LUBBOCK. TEXAS 79437 (806)767.2167 Gentlemen: June 8, 1995 REQUEST FOR PROPOSAL RFP # 13307 Collection, Transportation and Disposal of Household Hazardous Waste Please submit PROPOSALS for the following not later than 2:00 p.m., June 29th, 1995: I. INSTRUCTIONS TO PROPOSERS All Proposers must familiarize themselves with the following Instructions to Proposers and attached General Conditions. 1.0 PROPOSAL DELIVERY, TIME & DATE 1.1 The City of Lubbock will receive written and sealed proposals on Collection, Transportation and Disposal of Household Hazardous Waste per the attached requirements. Sealed nronosals will be received until 2:00 p.m.. CST. June 29th 1995 at the office listed below . Proposals received after that date and time will not be opened. Each proposal and supporting documentation must be in a sealed envelope or container plainly labeled in the lower left-hand corner: "RFP # 13307, "Collection, Transportation and Disposal of Household Hazardous Waste" and the proposal cpening.date and time. Proposers must also include their company name and address on the vats�lde'ifftre envelope or container. Proposals must be addressed to: Ron Shuffield Senior Buyer City of Lubbock 1625 13th Street, Room L-04 Lubbock, Texas 79401 1.2 Proposers are responsible for making certain proposals are delivered to the Purchasing Department. Mailing of a proposal does not ensure that the proposal will be delivered on time or delivered at all. If proposer does not hand deliver proposal, we suggest that helshease some sort of delivery service that provides a receipt. 1.3 Proposals will be accepted in person, by United States Mail, by United Parcel Service, or by private courier service. No proposals will be accepted by oral communication, telephone, electronic mail, telegraphic transmission, or telefacsimile transmission. Proposals may be withdrawn prior to the above scheduled time set for closing of the proposals. Any proposal received after the date and hour specified will be rejected and returned unopened to the proposer. 1.4 The City of Lubbock reserves the right to postpone the date and time for opening proposals through an addendum. 2.0 PROPOSAL COPIES 2.1 Each proposal is to be submitted in six (6) copies by the date and time indicated. Additional copies may be requested by the City of Lubbock if deemed necessary. 3.0 PROPOSAL PACKET ADDENDA & MODIFICATIONS 3.1 Any proposer in doubt as to the true meaning of any part of the specifications or other contract documents may request an interpretation thereof from the Senior Buyer. At the request of the proposer, or in the event the Senior Buyer deems the interpretation to be substantive, the interpretation will be made by written addendum issued by the Senior Buyer. Such addendum - issued by the Senior Buyer will be sent to all proposers receiving the original proposal and will become part of the proposal package having the same binding effect as provisions of the original proposal. No verbal explanations or interpretations will be binding. 3.2 The City does not assume responsibility for the receipt of any addendum sent to proposers.. 3.3 A copy of all addenda issued must be signed and returned with your proposal. 4.0 PROPOSAL PREPARATION COSTS 4-1 Issuance of this RFP does not commit the City of Lubbock, in any way�tagay any costs incurred in the preparation and submission of a proposal. 4.2 The issuance of this RFP does not obligate the City of Lubbock to enter into contract for any services or equipment. 4.3 All costs related to the preparation and submission of a proposal shall be paid by the proposer. 5.0 VENDOR PROPRIETARY INFORMATION 5.1 Ifyon avasider any portion of your proposal to be confidential information and that disclosure of its contents to competing proposers would be detrimental to your company, identify clearly those portions. The identified portions will be protected from disclosure to the extent possible under the law. 5.2 Vendors will not be provided copies or viewing of the detailed proposal responses prior to award of the contract. After the award of the contract, complete proposal documentation (except for those portions classified as proprietary) will be available for inspection at the address where proposals are submitted. 6.0 PRE -PROPOSAL CONFERENCE 6.1 For the purpose of familiarizing bidders with the required, answering questions, and issuing addenda as needed for the clarification of the proposal documents,_a pre -proposal conference will be beld at the Municipal Building, Purchasing Conference Room L04,1625 13th Street, Lubbock, Texas, on June22nd, 1995, at 10:00 a.m., CST. All persons attending the conference will be asked to identify themselves and the prospective proposer they represent. 6.2 It is the proposer's responsibility to attend the pre -proposal meeting, though the meeting is not mandatory. The City will not be responsible for providing information discussed at the pre - proposal meeting to proposers who do not attend the pre -proposal meeting. 2 7.0 DISADVANTAGED BUSINESS ENTERPRISE (DBE) ,REQUIREMENTS 7.1 The City of Lubbock encourages opportunities for Disadvantaged Business Enterprises (DBE's). A DBE is defined as a small business concern which is at least 51% owned and controlled by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least 51% of the stock of which is owned by one ore more socially and economically disadvantaged individuals. Socially and economically disadvantaged include Ih Women, Black Americans, Hispanic Americans, Native Americans, Asian -Pacific Americans, and Asian -Indian Americans. 7.2 Disadvantaged Business Enterprises are encouraged to submit certification certificates from Federal or State agencies that they are certified with. 8.0 AUTHORIZATION TO BIND SUBMITTER OF PROPOSAL 8.1 Proposals are to be signed by an officer of the company authorized to bind the submitter to its provisions. Proposals are to contain a statement indicating the period during which the proposals will remain valid. A period of not less than ninety (90) days is required. The proposal submitted by the proposer shall become an integral part of the contract between the City and the Proposer and the representations, covenants, and conditions therein contained shall be binding upon the person, firm or corporation executing the same. 8.2 Failure to manually sign proposal will disqualify it 9.0 TAXES W 9.1 The City is exempt from all State sales taxes. Do not include sales tax in your proposal price or on your invoices. Tax exemption certificates will be supplied upon request. 10.0 VENDOR INQUIRIES 10.1 No proposer shall request any information verbally. All written requests for additional information or Clarification concerning this proposal must be addressed to: Ron Shuffield Senior Buyer City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Fax (806) 767-2164 I 1.0 AWARD OF CONTRACT 11.1 The City of Lubbock reserves the right to reject any or all proposals, reject any particular item on a proposal, and to waive immaterial formalities. The contract will be awarded to the lowest responsible propose r'whose proposal is most advantageous to the City, price and other factors considered. 11.2 Award will be based upon any analysis of the following criteria: Proposer's ability to produce the goods or services requested, performance on similar contracts, and an evaluation of the proposer's understanding of the purchaser's needs. To demonstrate proposer's qualifications to perform the work, each proposer must submit with their proposal, five (5) customer references, including name of customer, telephone number, and individual to contact_ �„" 3 11.3 The City may, by written notice to contractor, cancel the contract if it is found by the City that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by contractor or any agent or representative of contractor, to any employee or City council member with a view toward securing an order or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such order. 11.4 All actions taken pursuant to this proposal and/or contract must be in compliance with all — Federal and Texas State Laws and regulations. 11.5 The parties hereby agree that the agreement will be made and entered into the State of Texas and �. under the laws of the State of Texas. 12.0 SCOPE OF WORK — 12.1 The work under this contract shall consist of the items or services contained in the proposal, including all materials, equipment, labor and all other items necessary to complete said work in — accordance with the contract documents. 13.0 EXAMINATION OF CONTRACT DOCUMENTS AND SITE 13.1 Before submitting a proposal, each proposer must thoroughly examine the contract documents and project sites (if applicable) to ensure that the services you are proposing meet the intent of these specifications. — 13.2 The City of Lubbock is not responsible for incomplete proposal packets. 14.0 PROPOSING 14.1 Proposers are instructed to consider the following factors in preparation of your proposal: 14. 1.1 Proposals shall remain firm for a period of 90 calendar days after proposal opening. 14.13 -Exceptions to any specifications, or part thereof, must be clearly stated and must be _ included with your Proposal Form. 14.1.3 Proposers are instructed to include all necessary charges related to this contract. 4 a CITY OF LUBBOCK, TEXAS REQUEST FOR PROPOSAL FOR THE COLLECTION, TRANSPORTATION AND DISPOSAL OF HOUSEHOLD HAZARDOUS WASTES 1.0 INTRODUCTION 1.1 Background The City of Lubbock is soliciting proposals from interested firms for the collection, categorization, packaging, transportation and disposal of household hazardous wastes on a one -day, one site collection to take place on October 21, 1995. Included in this specification are sections on Applicable Requirements, Scope of Work, Acceptance of Work, Additional Requirements. 1.2 Classification The successful proposer will provide collection, categorization, .packaging, transportation, and disposal of household hazardous wastes for the City of Lubbock Solid Waste Management Department. 2.0 "APPLICABLE REQUIREMENTS 2.1 The work performed under these specifications shall meet or exceed the latest Code of Federal Regulations (CFR) and State Regulations for the Organized Collection of Household Hazardous Wastes with Hazardous Characteristics including 40 CFR Parts 261 and Article 4477-7, Section 4 of the Solid Waste Disposal Act, Texas Civil Statutes. 2.2 The disposal site(s) must be licensed, Environmental Protection Agency (EPA) approved facility(ies). 2.3 Contractor must be a registered hazardous waste carrier, i.e. carriers must have a EPA identification number and must be registered with the Texas Natural Resource Conservation Commission and submit proof of current registration with the proposal. I^ 2.4 Contractor must provide proof of insurance, Federal and State permits for transportation and disposal, facility inspection plans and records, and comply with requirements of 30 Texas Administrative Code and Code of Federal Regulation 40, and any other Federal State, and local regulations. This documentation must be submitted with the proposal. 2.5 Proposer must submit, with their proposal, a detailed training outline of each position involved in the on-site collection project. Proposer shall differentiate between the training required for Chemists versus the training required for Technicians. Proposer shall also submit information regarding employee medical monitoring requirements. 2.6 Proposer must submit, with the proposal, a list of at least five household - hazardous waste projects that were performed by their company. The list should include names, contact names, and telephone numbers of the contacts. 2.7 Proposer must submit, with the proposal, at least three (3) letters of reference from household hazardous waste projects, and/or other similar projects performed. 3.0 SCOPE OF WORK 3.1 Title Services for Hazardous Waste Transportation & Disposal for Household Hazardous Waste Clean & Collection Day. 3.2 Obiective The City of Lubbock, hereinafter referred to as the City, has designated October 21. 1995 as Household Hazardous Waste Collection Day for a one-time program which will give the citizens of Lubbock an environmentally safe and convenient way to dispose of household chemical wastes, such as pesticides, herbicides, non -latex paints, solvents, car care products, and cleaning agents. This program requires collection, categorization„ packaging, transportation and disposal services in order to maintain compliance with Federal and State Environmental Regulations. 3.3 Implementation 3.3.1 Household hazardous wastes will be collected, categorized, securely packaged and transported from the site no later than 5:00 p.m., Sunday, October 22, 1995. 3.3.2 The purpose of this program is to provide an environmentally safe method to dispose of non-regulated household hazardous materials to avoid the dumping of these materials in the City's landfill, sanitary or storm sewers. The City of Lubbock has limited the collection and disposal funding to $26,000. It will be the proposer's duty to propose to the City of Lubbock a method of collection and disposal which will guarantee the maximum amount of material to be disposed, the method for avoiding over expenditure of the funds, record-keeping methods to �j notify the City of Lubbock when the funded amount has been obtained and the collection event should be ceased. It is the proposer's responsibility to submit plans which will minimize conflict with residents and minimize the number of persons not allowed service. The collection day shall be Saturday, October 21,1995 beginning at 9:00a.m. and continuing until notification by the Contractor that allotted funds have been expended. However, under no circumstances shall collection continue after 5:00p.m. The collection program will be held at one site. All collected materials collected from collection site -must be packaged and transported off the collection site no later than _5:00 pm. Sunday October 22.1995. 3.3.3 Contractor shall, at the request of the City of Lubbock, provide staff experienced or trained to the satisfaction of the City of Lubbock to attend meetings with the City of Lubbock to determine program administration, detailed program planning, identification of tasks, and required schedule of accomplishment of program tasks. Tasks that can be performed by city personnel with and without direction from the contractor's professional staff, must be identified in the Proposer's proposal. 3.3.4. Safety and Spill Contingency Plan: Safety: The basic protection required includes the work uniform, safety glasses, and safety shops. When working in the receiving area accepting waste materials, chemical gloves will be required. The lab packaging of chemical waste will require the same level of protective gear as wom in the receiving area, with the addition of a protective oversuit. An individual air -purifying respirator, (equipped with organic vapor/acid gas/high efficiency combination cartridges) must be available within all personnel's reach. Each individual -will have a pair of chemical splash goggles available to them. During the consolidation of liquid wastes, the potential for skin absorption and inhalation are substantially increased. Consolidation will require Tyvek coveralls/apron, chemical gloves, chemical boots or boot covers, respiratory protection, and chemical goggles and faceshield (if not using a full -face respirator). The Contractor provided on-site Safety Officer will upgrade or downgrade �^ protection requirements, depending on the associated hazards, volume of x traffic, and weather conditions. Spill Continaency Plan: The Contractor is responsible for notifying and advising Local Emergency groups and agencies of the project prior to public participation. A list of these agencies and services will be maintained at the site. The list will include the phone numbers and addresses of the Department of Health and the Texas Natural Resource Conservation 7 Commission, ambulance and rescue services, fire and police l departments. Directions to the nearest hospital will be available to all personnel at the site. The Contractor provided on-site Project Manager will be responsible for activating the emergency plan, if required. The Safety Officer will support and advise the Project Manager. Response guidelines are outlined below. 1. Worker Related: The on-site Safety Officer will, with the assistance of other trained personnel,render minor first aid in situations of injury and exposure. The site will have a first aid kit with sufficient supplies to care for minor injuries, heat stress problems, etc. The site will have an emergency eye wash/personal deluge shower station to respond to chemical splashes to skin or eyes. In situations of inhalation of a toxic compound, the individual shall be removed to fresh air and transported to an emergency medical facility. Other personnel will be evacuated in this situation, if necessary. If transportation by contractoris not feasible, the ambulance or rescue squad, will be co and site personnel shall, continue first aid treatment until medical personnel arrive. 2. Waste Related: Waste related incidents may include a spill, fire, explosion, chemical reaction or release of toxic gases or vapors. In an emergency situation the Project Manager will assess the situation and initiate action. Specific action will depend on the particular situation. The contractor will provide the site with class ABC dry chemical fire extinguishers, emergency air horns, self- contained breathing apparatus, absorbents and shovels. To reduce the possibility of an Incident, the Contractor will restrict public access to the site and will assist participants in bringing chemical waste from their vehicles to the receiving area. The - area will be clearly marked "No Smoking: Cigarette cans will be provided at the public entrance to the facility". An emergency air horn will be placed in the active work location. Notification of state emergency agencies will be the responsibility of the Project Manager. - 3.4 Division of Contract Performance Responsibilities In executing the program, the City and the Contractor will be responsible for providing the following: Contractor Generator Status and Acceptance for Disposal: Contractor shall be deemed to be the 'generator' (for the purposes of Texas and Federal laws and regulations) of all materials accepted by the Contractor at the site from Household Hazardous Waste Collection Day. Contractor shall assure that materials for which Contractor accepts generator status shall be accepted for disposal at the final disposal site(s). Contractor shall be, and shall remain, liable in accordance with applicable law for all damages to the City caused by Contractor's negligent performance of any of the services furnished pursuant to this agreement, except for errors, omissions, or other deficiencies to the extent solely attributable to the City, City furnished data or any third party. Contractor shall not be responsible for time delays caused by circumstances beyond the Contractor's control. The contractor will designate at a minimum one Project MamW, Safety-. Officer, and other staff adequate to safely collect, categorize, package, transport and dispose of waste collected from the Household Hazardous Waste Collection Day. Safety: Contractor shall pay proper attention to personal safety of all involved G personnel throughout the program. All operations must be performed in a -safe manner in accordance with Federal and State regulations. The contractor shall ensure that its personnel involved in this program are trained for the level of expertise required for the proper performance of the task and, in particular, in the areas of chemical incompatibility, spills, and general first aid procedures. Handling and personal protective equipment for City staff and Contractor's staff shall be provided by Contractor and be appropriate to ensure safe handling of the hazardous waste. See Item 3.3.4; Safety and Spill Contingency Plan. The Contractor shall have a medical surveillance program for personnel involved in the direct handling and/or exposure to the chemical waste or the primary containers to detect and correctjob-related injuries or conditions. Training sessions for City staff will be provided by the Contractor's Safety Officer prior to collection day. Collection Site Lav -Out Site Layout The collection facilities will be divided into the following areas; participant parking, waste oil recycling area, battery recycling area, nonhazardous waste segregation area, chemical receiving area, and active work locations. Each area will be clearly designated with flagging tape. The segregation, packaging, bulking and storage of packaged waste will occur within the active work location. Only trained Contractor staff and federal and state environmental health representatives will be permitted in these areas. City of Lubbock staff may enter these areas under the supervision of the above mentioned personnel. The packaging and storage areas will be diked to contain any spill or leakage and to prevent any off-site migration of waste. At the conclusion of the day, the site will be secured by placing all samples, packaged chemicals, site materials, emergency equipment, etc., in the appropriate storage trailer and securely locking the trailers. Warning signs will be placed around the perimeter of the collection site. Storage trailers containing waste will be appropriately marked to discourage tamperin9- At least one contractor employee will remain overnight with any trailers containing hazardous materials. At no time will the site be left unattended. Local police may be asked to provide nightly surveillance. General Site Rules 1: Eating, drinking, and smoking are strictly prohibited in the waste drop-off and handling areas. 2. All atmosphere supplied respiratory devices must meet at least the requirements of the specifications for Grade D breathing air as described in Compressed Gas Association Commodity Specification G-7.1-1966. 3. Should site evacuation be necessary, one (1) employee will be assigned the duty of alerting all on-site personnel and program participants. An evacuation plan will be developed, by the contractor, and reviewed with appropriate personnel at meetings. All program participants will evacuate to a pre -assigned area and personnel count will be made by the Contractor. 4. No person will be assigned to a task that requires the use of respiratory protection, until it is determined that he/she is physically capable of using such devices. This determination will be made by a physician. 5. Beards, facial hair, and sideburns (that may interfere with r sealing) are prohibited for all personnel using respiratory protection (contractors, City staff, visitors, and state and federal representatives). 6. Parking of non-essential vehicles outside of the designated f parking area is prohibited. f 7. The Project Manager will have the authority to remove anyone from the site and prohibit his/her reentry, should it be determined that the person threatens site safety security. Collection Procedures: 1. Contractor will be responsible for collecting and accepting hazardous waste, and in recording tasks. 2. The Contractor will submit a list of materials or class of materials, if any, that will not be accepted for disposal. Describe 'procedures to be used to determine whether material will be accepted for disposal. 3. Individuals may bring in hazardous waste from farms or businesses contractor has the option of contracting separately with people who bring in non -household quantities of hazardous materials to the event. 4. Waste Determination and Identification: Contractor shall adequately classify and segregate waste for proper transportation and disposal. The contractor shall test waste, or have it tested, to the extent necessary for packaging and transport according to DOT hazard classes and disposal requirements. Contractor will provide equipment that will be used on site to identify or categorize waste. 5. Provision of shipping containers: Contractor will provide containers and packing for shipping hazardous waste that meet disposal requirements and applicable Federal (e.g. DOT) and State regulations. 6. Other are -shipment tasks: Contractor must use reliable inventory ` control to ensure proper record keeping and manifesting of hazardous waste shipments. Preparation of waste for shipment must be in accordance with applicable Department of Transportation regulations regarding packaging, labeling, marking and placarding. r 7. Collection & Preparation of Materials for Transport:- The contractor shall supply all necessary technical personnel, labor, equipment, and materials to properly categorize, package, mark, label and load for transport the materials at all collection site. As participants arrive at the site they will be directed to recycling and nonhazardous waste segregation areas. Companies/groups, providing oil and battery recycling services will, with their own personnel, remove used oil and batteries. Participants will be directed from the recycling area to nonhazardous waste segregation area. Here, three to four city staff members, under the direction of the contractor's appropriately qualified personnel, will identify, remove and discard all readily identifiable nonhazardous waste items. The contractors appropriately qualified personnel will interview, participants to identify those vehicles with unknown or problem materials and direct those participants to a special parking area, out of the regular service line near the chen*:ai receiving area:.. Then, an employee of the contractor (who is a hazardous materials expert) and a City staff member can interview them further to identify the material or take special handling procedures. The chemical receiving area will directly follow the nonhazardous waste segregation area. Appropriately qualified contractor personnel will remove and segregate household hazardous waste at this location. Following receipt of waste, the appropriately qualified contractor personnel will thoroughly check each container for proper labeling and identification. If the container is properly identified, the material will be segregated according to hazard class and prepared for packaging. If the container does not have adequate labeling to permit identification, it will be given to a Hazardous Waste Materials Specialist who will attempt to identify the materials from physical characteristics, such as odor, appearance, and pH. At this time, discussion with the original handler (participant) is vital. It is possible that they may be able to offer additional information about the product. If the material is simply not identifiable, the City of Lubbock will be allowed to either reject the material from the program or allow the Contractor to package the waste and incur relative analytical costs. Once the chemicals have been properly identified and segregated they will be given to the appropriately qualified contractor personnel in charge of packing that class of hazardous materials. This person will re-examine the materials for f.R compatibility,lis t them on the Container Contents Sheets, and pack them into drums. Drums are packed according to EPA and DOT guidelines for the proper transportation, storage, and disposal of hazardous waste. All bottles, bags, or boxes received must be closed and sound, or placed in sealed lightweight inert absorbent sufficient to contain the entire volume of waste with a steel band and bolt. DOT shipping information, hazard labels, EPA codes, and a packing slip are put on the drum, and the drums given a specific contractor code number. Once property packaged, labeled, and manifested, the drums will be placed in a trailer for storage. When a cost efficient quantity of hazardous material has been processed, a load will be prepared for shipment to an EPA licensed storage facility. The load will be transported in fully permitted trucks to a storage facility, then segregated for shipment to federally permitted hazardous waste disposal sites approved by the City of Lubbock. 8. If materials cannot be prepared for shipment and transporba .aft_;. site Saturday, contractor must provide security for overnight storage at the collection site. Materials collected at collection sites must be transported off-site, following proper packaging, no later than 5:00 a.m.. Sunday. October 22 1995. Should the Contractor not complete accepted tasks and transport materials off the collection site by 5:00 pm. Sunday. October 22. 1995 as agreed upon, the Contractor shall deduct from cost of services charged to the City $1,500.00 per day or a portion thereof if completion is delayed. 9. Site Clean -Up: Contractor is responsible for the clean-up of collection area at the site. The site must be cleaned no later than 5:00 P.m., Sunday. October 22 1995. 10. Manifests: Provide certificates of disposal for all wastes including methods of disposal Copies of all manifests must be provided to the City. Spill Control and Response 1. The Contractor shall provide at Contractor's expense all spill .-� control measures which are necessary to control any type of spill. 2. The Contractor is completely responsible for the cleanup of any spill as a result of his activities at the pickup site, during transportation, or at the disposal facility including all costs incurred. The Contractor must cleanup spills in accordance ,. with State and Federal regulations and verify that the clean-up meets applicable cleanup standards. The City reserves the right to make verification checks on any value or any area it deems necessary. Material Requirements 1. The Contractor shall be responsible for furnishing all equipment, material, and labor required to collect, categorize, package, transport and dispose of the materials collected at this program. 2. The Contractor shall assume all liability from the time work begins until final disposition, including but not limited to handling at the collection site and transportation to an EPA approved disposal site. The Contractor shall be responsible for all costs included in the handling and disposal of all generated wastes. Equipment: The following equipment shall be provided by the Contractor. Vehicle to be used for the transportation of household hazardous waste. The Contractor will provide proof of soundness and adequacy of the vehicle to be used in the City of Lubbock's Household Hazardma Waste' " Collection Program prior to the collection event. if upon inspection of the documentation requested by the City of Lubbock, the City deems the vehicle inadequate, the Contractor will supply an alternate vehicle approved by the City of Lubbock. One optional approved vehicle will be provided if volumes exceed the capacity of the first unit. FOR THE COLLECTION SITE: One open air canopy tent regardless of weather conditions Tables Chairs Banner Air Packs Safety Equipment and Gear Emergency Spill Response Supplies All Packaging Media and Supplies Polyethylene Liners Diking Material Small open air canopy tent (break area for contractor and city staff) Security: The Contractor will provide security at site Saturday night, October 21, 1995 if materials cannot be packaged and shipped off-site 11:00 p.m. The Contractor will provide security until such time the site is cleared and material is packaged and trucked. r i r City of Lubbock: All written material distributed by the City will state that only household waste can be collected in order to discourage non -household chemical waste from being brought to the Collection Program. The City will provide barricades, traffic cones, and dumpsters for the site. The City will provide at least one contact staff person for coordination purposes. 4.0 ACCEPTANCE OF WORK 4.1 Contractor must remove all materials accepted for disposal no later than 5:00 p.m. Sunday October 22, 1995. Should the Contractor not complete accepted tasks and transport materials off collection sites by 5:00 p.m., Sunday, October 22, 1995, as agreed upon, the Contractor shall deduct from the cost of services charged to the City $1,500.00 per day if completion is delayed. Contractor must comply with State regulations concerning Household Hazardous Waste Collection programs (Attachment B). Contractor shall prvvide-doc =enb*an of_ proper disposal of all materials accepted for disposal by Contractor. 4.2 Provide an itemized list of materials collected and letter or other certification that demonstrates proper disposal of hazardous waste. 4.3 The Contractor shall submit, within thirty (30) days after collection day, an evaluation report to Steven D. Johnson, Superintendent, City of Lubbock Solid Waste Management Department, P.O. Box 2000, Lubbock, Texas 79457. Said z report shall list total quantities collected, transported and disposed ofseparated by method of disposal. The report shall also describe any areas of concern or potential difficulties In performing such programs in the future. 5.0 ADDITIONAL REQUIREMENTS 5.1 The contract shall be prepared under the direction of the City, and shall incorporate all applicable provisions. Fifty percent (50%) of the total contractual price will be retained until submission and acceptance of documentation of final disposal. 5.2 Proposer shall state his compliance with all applicable rules and regulations of Federal, State and Local governing entities. Offeror must state his compliance with terms of this Request for Proposal. 5.3 Allow city staff and/or consultant to visit and inspect disposal facility(ies); and to to sign the uniform manifest. 5.4 Proposer must submit a signed and fully completed copy of the attached application with the proposal. Failure to provide the application with the proposal t or willful falsification of any part of the application will result in the proposal being considered non-responsive. 5.5 The Proposer must submit, with the proposal, a copy of a sample contract, similar in format and content, to contracts which have been executed for between the Proposer and other companies for similar work. 6.0 EVALUATION CRITERIA 6.1 Background and experience 30% 6.2 Technical Proposal 50% 6.3 Cost Proposal 20% 7 r APPLICATION AND QUALIFYING CRITERIA City of Lubbock, Texas .Household Hazardous Waste Collection, Transportation and Disposal Introductory Note Each applicant shall submit a signed and fully completed copy of the following application. If insufficient space is provided for a response, please attach a separate page containing the responses and make a reference to it in the space provided. When a question calls for a separate statement or attachment, please separate the documents for each response into separate "packages', so as to allow the responses to be divided up for separate review. Applicants are encouraged to submit responses in outline form. Any applicant which is joint venture should provide individual responses for all questions. There should be an individual response for each venturer. 1. PROPOSER INFORMATION A. Full name of applicant: Laidlaw Environmental Services (TES), Inc. Address of applicant: 500 Battleground Road LaPorte, Texas 77571 Telephone number. (800) 446-5777 Fax number. (713) 478-7681. B. Is the applicant (check one): (1) x a corporation? (If so, list the state of incorporation, and the name of every person or entity who owns twenty percent or more of the applicant's voting stock.) Laidlaw Environmental Services (TES), Inc. is one of a family of wholly owned su si iaries or Laidlaw tnvironmental bervices, Inc. ThesF com- panies make up a network of Regional Service Centers, disposal sites, 1011 ljluaps " • Inc. is a wholly owned subsidiary of Laidlaw, Inc. Due to accounting practices, the subsidiaries show little or no profits or revenues. The financial information which follows is the 1994 annual report for the �.. parent company, Laidlaw, Inc. 4 (2) an individual or sole proprietorship? (If so, list names under which the applicant has done business during the last five years.) (3) a partnership or joint venture? (if so, list and designate all general and limited partners, and for each partner or venturer, provide the same information requested above for each partner or venturer which is an individual or a corporation). C. How many years had the applicant been in the business of collecting, transporting and disposing of household hazardous waste or related operations? Eighteen (18) years D_ Has the applicant ever lost or had a Concession Agreement viftthe City canceled? If yes, Explain: No E. The applicant should demonstrate financial stability. Please attach the most recent financial siafements of the applicant (audited if available), and the most recent annual financial report of the applicant. If one or more of the above is not submitted, please ..explain.. Please see the above-requested documents attached. i.. ZIA//, CORPORATE PROFILE Laidlaw Inc. is recognized as a North American leader in serving governments, industry, commerce and indivi- duals with transportation and environmental management services. The Company employs 40,000 people and is organized into three operating entities providing services to customers in Canada, the United States and Mexico. Laidlaw Transit provides contract school busing, healthcare transportation and public transit system manage- ment to school boards, hospitals, insurers and municipal administrations. The group provided 41 percent of Laidlaw's consolidated revenue in flscaI 1994. Laidlaw Waste Systems provides a series of solid waste and recyclables management services for municipal, commercial, industrial and institutional customers. Services range from collection and materials recovery through resources marketing, the operation of energy -from -waste systems and landfilling. Waste Systems accounted for 35 percent of revenue. Laidlaw Environmental Services specializes in the collection, treatment, recycling, incineration and secure landfilling of hazardous waste produced by industries, institutions and individuals. Environmental Services generated 24 percent of revenue. Laidlaw's shares are traded on the Toronto, New York and Montreal stock exchanges. c CONTENTS FINANCIAL HIGHLIGHTS ..................... 1 REPORT TO SHAREHOLDERS...................2 DIRECTORS OF LAIDLAW INC ................. 1 MANAGING ENVIRONMENTAL RISKS ....•...... 8 PASSENGER SERVICES ....................... 10 SOLID WASTE SERVICES .................... 12 HAZARDOUS WASTE SERVICES ................ 14 TEN YEAR FINANCIAL REVIEW ...............16 MANAGEMENTS DISCUSSION ................. 18 FINANCIAL STATEMENTS ...................... 28 STOCK MARKET INFORMATION .............•. 42 DIRECTORS AND OFFICERS ................... 43 CORPORATE INFORMATION ................... 44 ANNUAL MEETING Laidlaw Incas Annual Meeting will be held January 11, 1995 at 11.00 a.m., at the Royal York Hotel, Ballroom, 100 Front Street West, Toronto, Ontario, Canada FINANCIAL HIGHLIGHTS Year Ended August 31 (U.S. $ millions except per share amounts) 1994� 1993 Change Revenue $2,128.3 $1,993.3 6.8 Income* -101.8 95.1 7.0 Cash from operations 370.5 354.4 4.5 Per share: Income* 0.37 0.34 8.8 Dividends ($ Cdn) 0.16 0.16 — August 31 Working capital 221.8 246.4 (10.0) Long-term debt Shutbolders'equity 1,403.2 1,377.1 1.9 11585.9 1,553.3 2.1 Debt/equity ratio 0.88:1 0.89:1 N/A Average shares outstanding (millions) 277.2 277.2 — 'Before equity in earnings of ADT Limited special and non-narrring charges and unusual items (note 13) No Text Foe r' REPORT TO SMAREHOLOERS t REFOCUS RENEWED GROWTH I AM PLEASED TO REPORT THAT LAIDLAW'S 1994 FISCAL YEAR ended August 31, was a year of significant progress in our drive to refocus the Company on its core operations in North America. We mone- tized or sold our non-core equity investments including our European operations and rapidly expanded our exciting new healthcare transportation business. Our renewed focus delivered a rebound in overall operating profit margins during the second half of the year and solidly positioned us to continue to improve profitabil- ity in 1995. Revenue for the year ended August 31, 1994 increased 7% to $2,128.3 million from $1,993.3 million in the previous fiscal year. Income from operations increased 10% to $224.2 million from $203.7 million (before special charges). Net income for fiscal 1994 was $90.8 million ($0.33 per share) compared with a 1993 loss of $291.6 million ($1.05 per sharej. These amounts are after unusual items in 1994 of $16.7 million, and in 1993, after special and non-recurring charges of $225.5 million before tax ($169.9 million after tax) and unusual items of $243.8 million. Before the unusual and special items, income was $107.5 million compared with $122.1 million in the pre- vious year which was equivalent in earnings per share to $0.39 in 1994 and $0.44 in 1993. This decline was attributable to the exclusion of equity income in ADT effected December 1, 1993 with the monetization of the Company's ADT investment completed in January 1994. Income before the special and unusual items and without the equity contributions recorded from ADT increased to $101.8 million from $95.1 million in the previous year. equivalent to earnings per share of $0.37 and $0.34, respectively, an increase of 9%. Daring fiscal 1994,1 emphasized the need for Laidlaw to pursue a sharpened focus on its three care busi- nesses in North America and I remain convinced these businesses, with their strong market positions, repre- sent our best opportunities to grow Laidlaw and enhance shareholder value. I would like to briefly report to you on the progress we have made in each of our businesses this year. Solid Waste Services You will no doubt recall that we commenced a major restructuring of our solid waste services business and assets during the third and fourth quarters of fiscal 1993. The restructuring included a comprehensive revalu- ation of our business and unfortunately involved major write-offs at the end of last year. We identified a number of markets in which we were poorly positioned with little prospect for improvement and undertook the divestiture of these assets. As a result, our divestiture of assets and departure from 12 markets, which we completed in February 1994, reduced 1994 revenues by $36 million but has had a major positive impact on our operating margins which increased to 11.2% from 8.0% in the previous year. It's especially encouraging that our margin improvements were most pronounced in the second half of the year increasing to 12.1% from 7.4%. It also must be remembered that our Canadian operating results were negatively impacted some 6.6% by the decline in the average value of the Canadian dollar in U.S. dollar terms. — 3 — REPORT TO SHAREHOLDERS During the year we consistently achieved better productivity, improved results, and benefited from stronger market conditions in the United States. The Canadian market was disappointing for most of fiscal 1994 however, it stabilized and turned positive in the final quarter of the year - a good sign for the year ahead. Coming off a year of both restructuring and improving results, our solid waste services group will continue to grow in the year ahead through stepped-up acquisition activity as well as expansion of its operations more strongly focused on key market positions. Hazardous Waste Services The hazardous waste industry in North America faces a challenging marketplace with reduced volumes, preda- tory pricing and a lack of progress on federally funded Superfund clean-up projects in the United States. Nevertheless, Laidlaw's Hazardous Waste Services group performed reasonably well in markets. The strength of our overall performance was disguised by the continuing difficulties at the Company's landfill in — Pinewood, South Carolina which started in the fourth quarter of fiscal 1993. Pinewood suffered year -over -year declines in revenue of $18 million and in income of $14 million. We continue to vigorously pursue legal re- course to remove what we believe are unwarranted regulatory restrictions on the operation. For the foreseeable future Pinewood will continue to achieve reduced revenues and in all probability only breakeven results in 1995. The majority of our hazardous waste operations achieved good growth with revenue and income from — _ jm5%.=d199fo respectively. Laidlaw's network of service center and complementary treatment facilities gives us the resources to remain a leader in this consolidating industry. We expect to continue to — achieve improving results in 1995 despite market difficulties. U.S. Pollution Control Industries, Inc. At the end of October 1994, we announced our intention to purchase U.S. Pollution Control Industries, Inc., (USPCI) a major hazardous waste service company in the United States. The acquisition is valued at $225 million. As a result of this acquisition, annualized revenue for our hazardous waste group will increase to approximately $800 million. USPCI will provide a substantial increase in our ability to serve our customers with expanded landfill capacity, PCB treatment, fuel blending and recycling. A new rotary kiln, used in the destruction of solid haz- ardous waste is expected to be operational mid -year 1995, allowing us to internalize costs of previous third - party disposal of these types of wastes and provide us with the capacity to capture increased volumes from additional customers. The addition of these assets, complements our existing network and makes our hazardous waste business, the largest in North America. The acquisition is expected to close in January following approvals of various regulatory agencies. - 4 4 , REPORT TO SHAREHOIOERS 7 Passenger Services Our school bus, transit, and newly started healthcare transportation segment had a very active year. Overall • revenue,grew from $725 million to $860 million, fuelled mostly by growth from $60 million to $180 million of r annualized revenue in our healthcare transportation. We acquired 19 healthcare transportation companies during the year and anticipate continuing this pace of growth in 1995. We have been fortunate to both retain at acquisition and otherwise put in place a strong management team to lead our profitable entry and growth in the healthcare transportation services field. I am pleased with the successful integration we have achieved for these many businesses and the people who run them. The core student passenger and municipal transit services also expanded this year overcoming a variety of obstacles including an unusually severe winter climate and a major earthquake in California. In addition to 4 acquisitions of other school bus operators, our growth will begin to accelerate from bidding new contracts !` particularly in those states where private contracting is just starting to appear such as Texas and Louisiana. k. Fiscal 1995 should conclude with our Passenger Services Group rapidly approaching $1.0 billion in revenue. Equity Interests At the outset of my report, I mentioned the progress we've made in addressing our equity investments in ADT Limited and Attwoods plc. as well as our withdrawal from and sale of our European market presence. In - 4-anuary,4994,Zaidlaw issued its ADT -linked debentures wherebywe received 2 $ 80 million which -can be r� repaid at the maturity of the debentures in January 1999 with the Company's ADT shares, Laidlaw B shares or cash or any combination of these. In essence, our debentures monetized Laidlaw's investment in ADT allow- ing us to redeploy our ADT investment in our core activities. ADT is no longer a preoccupation with Laidlaw's management and should we not find a suitable buyer for our ADT stock between now and January 1999, in all likelihood we will exercise our right to repay the debenture holders with our ADT stock. In September 1994, we announced we had entered into an option to sell our interest in Attwoods to Browning-Ferris Industries, Inc. (BFI) for £ 132.3 million or about $213 million. Some parts of Attwoods' U.S. waste services would be complementary to Laidlaw's existing business, but they are a relatively small part of Attwoods and by far the majority of Attwoods' operations do not fit into Laidlaw's strategic North American focus. While the BFI offer is still conditional and is being opposed by Attwoods, we believe the offer is attrac- tive in terms of realistically representing Attwoods' present value and future prospects. The offer should succeed. Accordingly the carrying value of Laidlaw's investment in Attwoods as at August 31 was written - down to the value of the expected net proceeds from the disposition. This action resulted in a loss of $27.5 million as an unusual item in fiscal 1994. - 5 REPORT TO SHAREHOLDERS Effective August 31,1994 we sold our investment in an Italian water engineering business to United States Filter Corporation for $42 million payable in convertible debentures. Other European activities, except for a landfill near Milan, Italy, which has about 18 months capacity remaining, were also sold or closed during fiscal 1994. These transactions realized a net gain of $10.8 million which was recorded as part of the unusual item in fiscal 1994. Financial Strength — Laidlaw's businesses continue to provide healthy levels of cash flow. Cash flow from operating activities was. $370.5 million, an increase of 4.5% over the previous year's $354.4 million and represented $1.34 versus $1.28 — per share. At these levels, the cash flow is more than adequate to cover capital expenditures to support existing. and expanding service levels as well as a healthy program for normal -course acquisitions of new businesses. Laidlaw has lines of credit exceeding $1 billion of which $578 million was unused at year end. As of August — 31,1994, the Company's long-term debt stood at $1.4 billion gross before consideration of $200 million in cash and cash equivalents and $582 million invested in the non-core businesses, ADT and Attwoods. — Equity of $1.6 billion and working capital at $221.8 million are quite adequate for the Company's current business plans.. During the past year, your senior management, was supported by the active involvement and guidance of the Boazdof Directors,.for which I am grateful. In January, we experienced the untimely passing from illness of Mervyn Zahn, along -serving and most productive member of our Board. He will be sorely missed by all of — us at Laidlaw. Joining our Board this past year were four new directors, William Farlinger, Peter Kingsmill, Gordon Ritchie and Stella Thompson. Laidlaw will continue to grow and improve profitability. To do so, it requires a continued commitment to — providing high service levels to our thousands of customers. I thank all of the 40,000 men and women who work at Laidlaw for their outstanding efforts this past year. _ In conclusion, our exit from Europe and the disposition of non-strategic assets is charted; our focus on our strong core businesses is renewed and we are set for a period of sustained growth and expansion. Growth and expansion cannot simply mean larger revenues or increased business activities but must also include continu- ing improvement in profitability for you, our shareholders. Yours very truly, James R. Bullock President and Chief Executive Officer — 6 — DIRECTORS OF LAIDLAW INC. Donald M. Green — 7 — MANAGING ENVIRONMENTAL RISKS [ Don Ridsdill, vice-president, maintenance, Laidlaw Transit; Don Schwieg, vice-president, technology, Laidlaw Inc.; Roger Davis, vice-president, engineering nt, Laidlaw Waste Systems and regulatory affairs, Laidlaw Environmental Services; Ron Poland, vice-president, environmental manageme] [ lower right, Kent Hope, operations supervisor, Adrian Ewan and Earl Alexander, process operators, paint recycling ] Waste management is the second most regulated industry in North America. Laidlaw has created an ENVIRONMENTAL INFRASTRUCTURE throughout all its operations that is practical, P R O T E C TI V E and cost effective. —s— i MANAGING ENVIRONMENTAL RISKS PROTECTION INTEGRITY BY POLICY, LAIDLAW IS COMMITTED TO OPERATING ITS BUSINESSES inwaysthatare protective of human health and the environment. We do so in the interests of our employees, customers and the communities of which we are a part. Throughout Laidlaw, some 78 professional and technical staff are responsible for running our multi -part environmental management programs. These programs test the integrity of our facilities, sites and processes by auditing them - using internal teams and external experts - against legislated and internally developed standards. Any deficiencies are documented, remedial actions are designed and their implementation is tracked. Progress reporting to senior management and, quarterly updates to our Board of Directors assure continuous improvement at our 600 locations. Regulations change; science and technology continually offer new possibilities. Customer expectations shift while public perception of risk intensifies. In managing this mix, of often competing demands, our programs - and the procedure manuals which drive them - were revised and our audit teams - retrained during 1994. Managing to a standard which "surpasses our legal responsibility" has competitive advantages. Laidlaw's Process Hazard Analysis, in place for several years, is a systematic engineering review used to determine what could go wrong - and how to prevent it - in'technically complex' waste management processes. It is applied to all new capital projects, acquisitions and to existing facilities. Occupational health and safety legislation in the United States now requires this type of hazard analysis to be applied to all plants processing a threshold Tolme oft ertaiathrsaicals Laidlaw's experience allowed us to exceed the new standard quickly and cost effectively. Paradoxically, the style of written regulations often makes them unintelligible to those whose responsibility it is to implement them. The U.S. Environmental Protection Agency's new solid waste landfill regulations created the opportunity to bring together Laidlaw's compliance, operations and management people to design a comprehensive, user-friendly procedures manual. Thus, a new set of internal standards has been created, once again extending our in-place environmental policy. Donald L. Schwieg Vice-President, Technology �. —9— PASSENGER SERVICES John Grainger, president and C00 and senior vice-presidents: Howard Wallack, west coast and transit services; Bob Hach, midwest and Canadian operations; Denis Gallagher, east coast; David White, healthcare transportation; and Bob Jarrett, vice-president, financial operations lower right, Annie Timms, paramedic; healthcare transportation l Laidlaw Passenger Services Group will achieve its G R 0 W T H goals by improving the profitability of existing operations, aggressively pursuing new business opportunities and focusing on S A F E T Y - a cornerstone of all its businesses. —I0 r } SOL 11) WASTE SERVICES VALUE-ADDED SERVICES STRATEGIC G ROWTH LAIDLAW WASTE SYSTEMS HAS RECOGNIZED THAT inventing new services and reinventing old ones is a prerequisite to being a leader in tomorrow's solid waste management industry. That's why we pioneered the Blue Box curbside recycling concept, and why we continue to address the changing needs of our customers. We are providing new services and developing more effective ways of doing business. Capitalizing on our waste reduction and recycling solutions, our experience in operating Materials Recovery Facilities and the recent growth in end -markets for recyclables, we're aggressively pursuing the volume necessary to,keep our commercial and residential recycling systems profitable. Through our office equipment disassembly service, Laidlaw Waste Systems has developed partnerships with companies such as Pitney Bowes Canada, to divert more than 95 percent of used or outdated office equipment from landfills. Another innovative service, WasteAuditor, helps customers reduce waste volumes, comply with increasingly stringent regulations and manage costs more effectively. WasteAuditor tracks waste streams Revenue and Operating Income (S millions) to their points of generation analyzes their content and provides actionable prescriptions for 90 91 9 , N volume reduction, reuse and recycling. To differentiate ourselves from our competition and help to exceed customer expectations, N 1� n n we work with our sister company, Laidlaw Environmental Services, to provide customers with "One -Stop Shopping" for all their waste management and recycling needs. Strategic acquisitions of traditional waste hauling and landfilling businesses as well as those which focus on the three Rs — reduce, reuse and recycle — further strengthens our, 11 93 94 ■ Revenue ■ Operating Income service capabilities and increases our market density. We've improved service quality through our Continuous Improvement Process. This process drives associates, at all levels of the organization, to achieve measurable results by meeting service and produc- tivity challenges as a team. We now better understand cus- tomers' needs and better meet our commitments to them. These initiatives are enabling us to grow as a customer - focused company, providing management of solid and biomedical wastes, recyclable resources and energy -from - waste systems to North American industry, commerce and municipalities. Kenneth L. Lyons President and Chief Operating Officer, Laidlaw Waste Systems r — 13 — 1994 1993 Revenue (S millions) $750.2 $756.0 Income from Operations (S millions) $ $4.2 $ 60.6 Employees 5,040 5,270 Service Locations 139 150 States 18 19 Provinces 7 7 Materials Recovery Facilities 22 14 Collection Vehicles 2,575 2,580 Landfills U.S. 25 26 Canada 7 8 Italy l 1 Available Capacity (millions of cu. yds.) 152 153 HAZARDOUS WASTE SERVICES [ Sack Johannesmeyer, vice-president, treatment and landfill; Bill Stilwell, president and C00; Dennis Carvalho, vice-president, western region; Mike Faucett, vice-president, service centers; Dave Sprinkle, senior vice-president, operations [upper right, Laura HaUquist, customer service chemist, service center Laidlaw Environmental Services will concentrate on growth by improving service quality, promoting and selling N E W P R O D U C T S and enhancing efficiencies in the face of continuing difficult market conditions. — 14 — 7 HAZARDOUS�WA5TE SERVICES COMMITTED. INNOVATIVE LAIDLAw ENVIRONMENTAL SERVICES' COMMITMENT TO LONG-TERM SUCCESS in a tough, highly competitive and ever-changing market is exemplified by actions. While other companies may be leaving the hazardous waste management industry, we have strengthened our dedication to it and to our environment it seeks to protect. Some examples from 1994: Our automated paint recycling process that is now making post -consumer products available on hardware store shelves across Canada. We entered into an environmental alliance with Scott Paper to provide a process for the safe, responsible disposal of contaminated wipers. Energy is recovered by the process while impacts on municipal water systems are reduced. We joined with conservationists to open a waterfowl and wildlife habitat that is already seen as a model of corporate environmental responsibility. Revenue and Operating Income (s millions) e N � N � N � e V d 90 91 92 93 94 ■ Revenue ■ Operating Income Underscoring these examples is the recognition we have earned from those who profes- sionally observe and regulate our operations. We received nine of 34 industry compliance awards from Environmental Information Ltd. We were honored by the U.S. Environmental Protection Agency for pollution prevention efforts that "are at the forefront of a new era in environmental protection:' To benefit customers, we are re-engineering our service abilities and have established a single North American call center to consolidate order fulfillment. This system will comple- Anen Dui plans to increase the number of short-term transfer stations, designed to extend our local presence and provide urgent customer response capability. We have also developed an innovative service called Insite. We go to customers'sites and provide a range of services that enables us to become, in essence, their environmental department. This reduces costs and expands our business. In addition, mutual efforts with Laidlaw Waste Systems are broadening our customer base and increasing joint selling efforts for both companies. Despite a harsh competitive and regulatory environment, 1994 was a year of achievement. While we do not expect those conditions to change, Laidlaw Environmental is well- positioned to grow, compete and succeed in 1995. We greatly anticipate the challenges, and the opportunities, that lie ahead. William E. Stilwell President and Chief Operating Officer, Laidlaw Environmental Services — 15 — 1994 1993 Revenue•($ millions) $517.8 $511.6 Income from Operations ($ millions) $ 45.6 $ 52.4 Employees 3,470 3,770 Service Locations 55 55 States 13 13 Provinces 6 6 Italy 0 5 Mexico I I Incinerators 3 3 Annual Capacity (000's tons) 178 178 Landfills 6 6 Remaining Capacity (millions of cu. yds.) 13.0 14.5 Vehicles 779 745 Revenue (S millions) y O^ N d�1 "5 s N 85 86 87 88 89 90 91 92 93 94 Total Assets (S millions) h 'q N n N .Nry n n ••� N 11\ ti. n 85 86 87 88 89 90 91 92 93 94 TEN YEAR FINANCIAL REVIEW Earnings per Share from Continuing Operations• (ccrertl 0 a ! A h � N ! a 85 86 87 88 89 90 91 92 93 94 Cash Provided by Operating Activities Before Financing Working Capital and income from Continuing operations' (S millions) � N ~ N bb i T 4 N z� � H e 1 85 86 87 88 89 90 91 92 93 94 "Cash provided by operating activities before financing working capital • income from continuing operations' —16— (U.S. S millions except per share amounts) Operating results - continuing operations (year ended August 3l) — Revenue Income from continuing operations* Operating profit margin* — Net profit margin (from continuing operations)* Cash provided by operating activities before financing working capital and special and non-recurring charges Capital expenditures - Replacement, upgrading and expansion - Acquisitions - Total — Financial position (as at August 31) Working capital Long-term debt Shareholders' equity — Totalassets Class A Shares and Class B Non -Voting Shares (year ended August 31) Earnings per share from continuing operations* (Note 13) Cash provided by operating activities before financing working capitaland special and non-recurring charges per share Dividends paid (in Canadian dollars) - Class A shares (cents) _ - Class shares (cents) Market price (as at August 31, in Canadian dollars) _ - Class A shares - Class B shares Net return on average common shareholders' equity* Shares outstanding (as at August 31, in millions) - Class A shares - Class B shares *Before special and non-recurring charges and unusual items. $11.13 11.13 $9.25 9.25 $10.00 10.00 $13.13 13.13 $21.50 21.25 $19.63 19.25 $16.50 15.50 $22.50 21.50 $10.00 9.56 $6.83 6.72 6.8% 6.4% 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 47.6 47.6 47.6 47.6 47.6 47.6 47.6 47.6 229.6 229.6 229.6 I $2,128.3 $1,993.3 $1,925.6 $1,882.4 $1,737.5 $1,339.4 $1,113.6 $ 851.9 $497.7 $393.1 107.5 122.1 138.5 129.9 265.5 195.4 144.2 92.0 48.1 32.3 10.5% 10.2% 12.3% 13.1% 16.8% 17.9% 17.5% 16.296 15.2% - 16.7% 5.1% 6.1% 7.2% 6.9% 15.3% 14.6% 12.9% 10.816 9.7% 8.2% $ 370.5 $ 35=1.4 $ 364.3 $ 412.5 $ 448.7 $ 344.0 $ 275.7 $ 196.0 $ 98.8 $ 64.0 r $ 287.4 $ 214.5 $ 224.8 $ 257.8 $ 279.9 $ 192.3 $ 242.6 $ 186.3 $114.3 $ 71.2 90.3 213.3 41.6 152.8 490.0 299.5 222.9 424. 79.4 69.8 $ 377.7 $ 427.8 $ 266.4 $ 410.6 $ 769.9 $ 491.8 $ 465.5 $ 610.3 $193.7 $141.0 k $ 221.8 $ 246.4 $ 239.0 $ 266.6 $ 279.9 $ 91.7 $ 117.9 $ 112.4 $121.8 $ 90.9 1,403.2 1,377.1 1,260.9 1,507.6 1,434.5 899.0 514.0 180.2 137.7 112.0 1,585.9 1,553.3 1,960.0 1,682.1 2,053.9 I,462.2 891.6 847.9 372.7 243.3 3,633.2 3,575.1 3,731.4 3,656.0 3,950.3 2,695.7 1,636.9 1,254.2 650.4 474.5 r,. (All information gives retroactive effect to subdivisions of shares of 3 for 2 in each of September 1986 and May 1987) t' $0.39 $0.44 $0.52 $0.51 $1.10 $0.92 $0.74 $0.53 $0.30 $0.23 k; 1.34 1.28 1.37 1.67 1.92 1.70 1.56 1.27 0.72 0.47 16.0 16.0 16.0 31.0 27.0 23.0 18.5 12.0 7.7 6.5 16.0 16.0 16.0 31.0 27.0 23.0 18.5 12.0. 7.7 6.5 $11.13 11.13 $9.25 9.25 $10.00 10.00 $13.13 13.13 $21.50 21.25 $19.63 19.25 $16.50 15.50 $22.50 21.50 $10.00 9.56 $6.83 6.72 6.8% 6.4% 7.5% 6.1% 15.1% 19.0% 20.5% 22.4% 23.5% 21.9% 47.6 47.6 47.6 47.6 47.6 47.6 47.6 47.6 47.6 47.6 229.6 229.6 229.6 205.7 191.4 170.7 141.9 128.3 102.9 89.4 The above data have been restated to give retroactive effect to the discontinued operations and a prior period adjustment reported in 1990, and retroactive application of the change in accounting for investment tax credits reported in 1986. -17- MANAGEMENT'S DISCUSSION AND ANALYSIS of f nancial condition and results of operations Items in the Consolidated Statements of Income for the three years ended August 31, 1994 as a percentage of total revenue and the percentage changes in dollar amounts of the items compared to the previous year are as follows: Revenue Percentage of Revenue Percentage Increase (Decrease) Year Ended August 31 Year Ended August 31 1994 1993 Year 1994 Year 1993 Year 1992 $ 756.0 1994 1993 1992 Over 1993 Over 1992 Over 1991 Revenue 100.0% 100.0% 100.0% 6.8% 3.5% 2.3% Operating expenses 70.5 70.0 67.6 7.6 7.2 3.4 Selling, general and administrative expenses 7.5 7.9 7.9 0.9 4.0 (6.0) Depreciation and amortization 11.5 11.9 12.2 2.9 0.6 8.9 Income from operations before special and Over 1991 Expansion of customer base by acquisition non-recurriagcharges 10.5% 10.2% 12.3% 10.1 (14.3) (3.7) Hazardous waste services 1.7 Revenue The sources of revenue by business segment are as follows ($ millions): Year Ended August 31 1994 1993 1992 Solid waste services $ 750.2 35.3% $ 756.0 37.9% $ 804.2 41.8% Hazardous waste services 517.8 24.3 511.6 25.7 458.2 23.8 Passenger services 860.3 40.4 725.7 36.4 663.2 34.4 ' $2,128.3 100.0% $1,993.3 100.0% $1,925.6 100.0% Management's estimates of the components of changes in the Company's consolidated revenue are as follows: Percentage Increase (Decrease) Year 1994 Year 1993 Year 1992 Over 1993 Over 1992 Over 1991 Expansion of customer base by acquisition Solid waste services 1.7% 0.8 % 1.8 % Hazardous waste services 1.7 2.6 1.8 Passenger services 7.2 3.2 0.9 Subtotal 10.6 6.6 4.5 Other, primarilythrough volume and price changes Solid waste services 0.8 (1.5) - Hazardous waste services - 0.5 (0.8) Passenger services 0.3 0.9 (1.0) Subtotal 1.1 (0.1) (1.8) Reduction of customer base through divestitures Solid waste services (1.8) (0.5) - Hazardous waste services (1.1) - - Passenger services (0.2) (0.2) - Subtotal (3.1) (0.7) - Foreign exchange rate changes Solid waste services (1.0) (1.3) (0.2) Hazardous waste services (0.3) (0.3) (0.1) Passenger services (0.5) (0.7) (0.1) Subtotal (1.8) (2.3) (0.4) Total 6.8% 3.5 % 2.3 % -18- Management's estimates of the components of changes in the revenue of the respective segments are as follows: Percentage Increase (Decrease) Year 1994 Year 1993 Year 1992 Over 1993 Over 1992 Over 1991 Solid waste services Acquisitions 4.5 % 1.8 % 4.4% Other, primarily through volume and price changes 2.1 (3.6) - Divestitures (4.8) (1.1) - Foreign exchange rate changes (2.6) (3.1) (0.5) Total (0.8)% (6.0)% 3.9 % Hazardous waste services nificantly the solid waste services segment which has the highest proportion of Acquisitions 6.6% 11.2% 7.5 % Other, primarily through volume and price changes (0.1) 2.0 (3.2) Divestitures (4.2) - _- Foreign exchange rate changes (1.1) (1.5) (0.3) Total 1.2% 11.7% 4.0% Passenger services Acquisitions 19.7% 9.4 % 2.6 % Other, primarily through volume and price changes 0.8 2.5 (2.9) Divestitures - (0.6) (0.6) - Foreign exchange rate changes (1.4) (1.9) (0.4) Total 18.5 % 9.4 % (0.7)% In 1994, the solid waste services segment's divestiture of 12 hauling and landfill companies, of which 9 were divested in late 1993 and the remaining 3 in early 1994, resulted in revenue declines of $36 million which were mostly offset by revenue from acquisitions. In the haz- Revenue by ardous waste services segment, the decline Business segment (pmt) in. revenue from the discontinuance and sale of the remedial business was offset by revenue attributable to acquisitions closed in the previous year. The growth in revenue g in the passenger services segment was primarily attributable to acquisitions. The decline in value of the Canadian dollar in U.S. dollar terms has continued to adversely affect each segment but most sig- nificantly the solid waste services segment which has the highest proportion of Canadian revenue. The average value of the Canadian dollar declined a further 6.6% 90 9t 92 93 94 during this year. ■ Solid wasic services Growth from price and volume changes ■ Hazardous waste services Is Passenger services has improved significantly and has become positive in the solid waste services segment but continues to be minimal in both the hazardous waste services and the passenger services segments. Volumes and prices have both shown some improve- -19- ment in the solid waste services segment as the North American economy emerges from the recession. In 1993, the growth in the hazardous waste services segment and the passenger services segment was pri- marily attributable to the acquisition of assets and busi- nesses. Acquisitions also helped to moderate the decline in revenue in the solid waste services segment. The decline in value of the Canadian dollar in U.S. dollar terms adversely affected each segment but most signifi- cantly the solid waste services segment which has the highest proportion of Canadian revenue. Growth from price and volume changes was minimal in the hazardous waste services segment and the passenger services segment and negative in the solid waste services segment primarily as a result of the lingering recession in North America. Reduced volumes and prices, contin- ued competitive pressures, increased focus on recycling and lack of economic expansion hampered revenue growth. The divestiture of 9 hauling companies during the year reduced revenue by $9 million. Price increases in the passenger services segment were virtually non- existent as provincial, state and local school boards responded to tightening budget constraints. MAN AG EMENT'S DISCUSSION ANO ANALYSIS of financial condition and results of operations (continued) Acquisitions by segment and the approximate aggregate annualized revenue acquired as at the dates of acquisition are as follows ($ millions): , _ Number of Acquisitions Year Ended August 31 1994 1993 1992 Solid waste services 7 8 7 Hazardous waste services - 7 2 Passenger services 32 26 10 39 41 19 Revenue and growth in revenue from geographic components are as follows ($ millions): Revenue Growth Rates Year Ended August 31 Year 1994 Year 1993 Year 1992 1994 1993 1992 Over 1993 Over 1992 Over 1991 United States and Europe $1,660.8 78.0% $1,456.6 73.1% - - $1,332.6 69.2% 14.0% 9.3 % 0.2% Canada 467.5 - 22.0 -536.7 26.9 1 593.0 . 30.8 (12.9) _ (9.5) 7.2 $2,128.3 100.0% $1,993.3 100.0% $1,925.6 100.0% 6.8 3.5 2.3 The decrease in Canadian revenue in 1994 was primarily attributable to the 6.6% decline in the value of the Canadian dollar which reduced revenue by $35 million and significant price reductions in the solid waste services segment. In 1993, the decrease in Canadian revenue was primarily attributable to the 7.5% decline in value of the Canadian dollar which reduced revenue by $45 million. Ltcame fram.aperations, cost of operations and operating profit margins Annualized Revenue (Approximate) Year Ended August 31 1994 1993 1992 Solid waste services $ 4.0 $ 48.0 $11.0 Hazardous waste services - 87.0 5.0 Passenger services 135.0 129.0 26.0 Year 1994 $139.0 $264.0 $42.0 Revenue and growth in revenue from geographic components are as follows ($ millions): Revenue Growth Rates Year Ended August 31 Year 1994 Year 1993 Year 1992 1994 1993 1992 Over 1993 Over 1992 Over 1991 United States and Europe $1,660.8 78.0% $1,456.6 73.1% - - $1,332.6 69.2% 14.0% 9.3 % 0.2% Canada 467.5 - 22.0 -536.7 26.9 1 593.0 . 30.8 (12.9) _ (9.5) 7.2 $2,128.3 100.0% $1,993.3 100.0% $1,925.6 100.0% 6.8 3.5 2.3 The decrease in Canadian revenue in 1994 was primarily attributable to the 6.6% decline in the value of the Canadian dollar which reduced revenue by $35 million and significant price reductions in the solid waste services segment. In 1993, the decrease in Canadian revenue was primarily attributable to the 7.5% decline in value of the Canadian dollar which reduced revenue by $45 million. Ltcame fram.aperations, cost of operations and operating profit margins (befim special andmottatem ring charges) Income from operations and growth rates from segment components are as follows ($ millions): Income From Operations Growth Rates Year Ended August 31 Year 1994 Year 1993 Year 1992 1994 1993 1992 Over 1993 Over 1992 Over 1991 Solid waste services $ 84.2 37.6% $ 60.6 29.7% $ 83.3 35.0% 38.9 % (27.3)% (10.0)% Hazardous waste services 45.6 20.3 52.4 25.7 66.6 28.0 (13.0) (21.3) (5.5) Passenger services 94.4 42.1 90.7 44.6 87.8 37.0 4.1 3.3 4.8 $224.2 100.0% $203.7 100.0% $237.7 100.0% 10.1 (14.3) (3.7) Wages for operating personnel, equipment operating costs (including fuel and maintenance), insurance for personnel, property damage and third party liability, depreciation and disposal site fees represent the major components of the cost of operations. Operating costs as a percentage of revenue were 89.5% in 1994, compared with 89.8% in 1993 and 87.7% in 1992. In 1994, the decrease in operating costs as a percent- age of revenue was primarily a result of a reduction in solid waste services segment costs attributable to the -20- restructuring and divestiture program and economic recovery in the United States. The passenger services segment experienced a significant improvement in the fourth quarter this year recording an operating profit as opposed to the operating losses experienced in prior years. Contributing to this improvement was the recov- ery of revenue days lost in the second quarter due to adverse weather, increased revenue from special events, and the increased contribution from the healthcare transportation business which does not have any sig- PER i' Solid W Operating (P 90 m Passen Operating (p 91 StC Services rYicea nificant seasonality whereas the school a Profit Margins transportation business shuts down in the ercenf) fourth quarter as a result of the summer vacation period. In 1993, the increase in operating costs as a percentage of revenue was primarily a result of lower volumes and prices in the a Company's solid waste services disposal 0 operations and higher operating expenses necessary to meet increased compliance requirements and service new market areas in the hazardous waste services business. Operating costs in the solid and hazardous waste services segments also increased 92 93 94 proportionally more than revenue because the higher costs required to comply with environmental regulation and enforcement have not been fully recovered from customers due to competitive pricing pressures. In the hazardous waste services segment in the last fiscal quarter, costs were substan- tially increased as a result of unbillable cost overruns on several contracts and the incurring of unusually high governmental penalties for minor permit infractions. Passenger services segment costs were higher year over year as a result of an increased incidence of large liability claims. The operating profit margins of the individual seg- ments and consolidated margins are as follows: Year Ended August 31 1994 1993 . 1992 Solid wa= services 11.2% 8.0% 10.4% IFLTmaous IN scrvu= 8.8 10.2 14.5 Passenger services 11.0 12.5 13.2 Consolidated 10.5 10.2 12.3 In 1994, the operating profit margin for the solid waste services segment increased to 11.2% from 8.0% in 1993. The significant improvement in the operating margin resulted primarily from the restructuring ger services Profs[ Margins in fiscal 1993 and divestiture of some low efcent) margin operations in late 1993 and early 1994. In addition, increased economic activity in the United States and the June 1993 acquisition of the Gambolo landfill located near Milan, Italy also contributed to the improved operating margin. This landfill is expected to be fully utilized during fiscal 1996. In 1993, the operating profit margin decreased to 8.0% from 10.4% in 1992. The decrease in operating margin resulted pri- marily from reductions in hauling and 92 93 94 landfill volumes, including volumes of special wastes, and more competitive —21— pricing to attract remaining volumes. Hauling opera- tions also performed poorly as a result of lower com- mercial and industrial volumes and prices due to the continued weakness in the economy. In addition, severe winter weather conditions adversely impacted operating costs during the Company's second fiscal quarter. The operating profit margin for the hazardous waste services segment decreased to 8.8% in 1994 from 10.2% in 1993. The decrease in the operating margin resulted primarily from the continuation of operating restrictions at the Company's Pinewood landfill facility in South Carolina, first experienced during the fourth quarter of fiscal 1993, continued competitive pressures on pricing levels and a decrease in special event busi- ness. The decrease was also attributable to lower volumes at the Company's eastern U.S. transfer stations due to the severe winter weather condi- tions. During the quarter ended February Hazardous w 28,1994, Pinewood was issued its Part B Operating (perc operating permit and the United States Environmental Protection Agency restored N the facility's capability to receive waste gen- erated from remediation programs under the federally funded Superfund clean-up program. However, the board of the Department of Health and Environmental Conservation has imposed several conditions on this operating permit. The Company is challenging these conditions. In 1993, the operating profit margin decreased to 10.2% from 14.5% in 1992 The decrease in the operating margin 90 93 92 resulted primarily from lower U.S. prices and higher operating expenses necessary to meet increased compliance requirements at treatment and disposal facilities and in the last fiscal quarter a $1.8 million fine at the Company's Pinewood landfill facility in South Carolina. In addition, higher operating costs in new market areas in Western Canada and lower market prices for materials handled at the Canadian service centers also contributed to the reduced operating margin. Severe weather conditions at the Company's eastern U.S. landfill and, in the fourth quarter, losses on remedial contracts also negatively impacted results. Improved operating margins and increased income from operations at the U.S. service centers and U.S. western landfill operations due to increased volumes and cost reductions moderated the decrease in the results for the year. The operating profit margin for the passenger ser- vices segment has decreased to 11.0% in 1994 from 12.5% in 1993. The decrease in the operating margin is primarily due to increased self-insurance accident costs, a Ste Services Po fit Margins ent) 93 >e 94 MANAGEMENT'S DISCUSSION AN ANALYSIS ojfinancial condition and results ofoperations (continued) the growth of healthcare transportation services which has slightly lower margins than the balance of the Company's business and the severely cold and extremely snowy winter weather experienced across the eastern half of North America. School closures resulted in the loss of an equivalent of one week of service days system wide while operating costs including labor, vehicle maintenance, fuel and insurance continued or escalated. In addition, the California earthquake shut down opera- tions of the Company's largest contract in Los Angeles for a full school week. Some of the days lost during the second fiscal quarter were recovered during the fourth fiscal quarter and this together with an increase in special event activity and the contribution from the healthcare business produced a better than expected result in the fourth quarter for this segment. The operating profit margin for the passenger ser- vices segment decreased to 12.5% in 1993 from 13.2% in 1992. The decrease in operating margin was primarily. attributable to higher insurance costs arld increased maintenance and driver wage costs. The ability to pass through cost increases was hampered by state, provincial and local school board funding pressures that resulted in route reductions and little or no rate increases. In fiscal 1995, the Company plans to continue to con- centrate on both growth in the core businesses and, equally importantly, continuing improvement in the bottom-line results. Cost control programs in place, together with improving business conditions in Canada and the United States, should deliver improved operat- mgmargins inA megments afourbusines& Seasonality The passenger services segment experiences a significant decline in revenue and operating income in the fourth fiscal quarter because of school summer vacations. This impact has been moderated somewhat as the Company has expanded its provision of year-round healthcare transportation services. Adverse winter weather moder- ately affects all of the Company's operations during the Company's second fiscal quarter. See also Note 18 of Notes to Consolidated Financial Statements. Special and non-recurring charges In 1993, the Company completed an evaluation of its exposure and investment in its solid waste segment. This evaluation was initiated due to the continuing decline in profitability of this segment and the fundamental struc- tural changes taking place in the solid waste industry. These changes are the result of evolving environmental legislation -and regulations, private and public demands for waste minimization and a weak North American economy. In light of these changes, the Company deter- —22— mined that certain projects commenced in a different political, economic and social environment were no longer economically viable at their current investment level. As a result, certain landfill development projects would not proceed as planned, additional planned in- vestments in certain landfills would be reduced resulting in these facilities closing sooner than initially anticipated and the carrying values of certain operations were adjusted to reflect the changed industry characteristics. In addition, the Company acquired exclusive, long- term access to a competitor's solid waste landfill in a major U.S. market area. This change in strategy and developments in both the solid and hazardous waste ser- vices segments triggered the re-evaluation of certain U.S. and Canadian solid waste landfill expansion pro- jects and hazardous waste incineration investments. As a result, special and non-recurring charges of $225.5 million ($169.9 million after-tax or $0.61 per share) were recorded in 1993. These charges were substantially of a non-cash nature and were primarily associated with the restructuring of the U.S. solid waste services segment. Interest expense In 1994, interest expense increased by 10.2% to $116.5 million from $105.7 million in 1993. The increase was due to an increase of approximately 5% in the average outstanding borrowing level as a result of acquisitions made during the past year and an increase in the cost of borrowing of approximately 5%. In 1993, interest expense decreased by 13.4% to $105.7 million. The decline was primarily a result of a 5% reduction in the average outstanding borroNrtng for the year (primarily as a result of the February 1992 public equity issue of $215.5 million) and a decrease of approximately 9% in the cost of borrowing. Interest, dividend and other income Interest, dividend and other income increased by 11.6% to $15.4 million in 1994 from $13.8 million in 1993. The increase was primarily attributable to higher invest- ment levels. In 1993, interest, dividend and other income was rela- tively unchanged from 1992 since increased investment levels were offset with lower prevailing interest rates. Equity in earnings of associated companies This income results from the Company's equity in earn- ings of ADT Limited ("ADT") and Attwoods plc ("Attwoods") both of which trade on the London and New York stock exchanges. ADT provides electronic security services primarily in the United States, Canada and Europe and provides vehicle auction services in the United Kingdom and United States. r Attwoods provides solid waste services in the United States, United Kingdom and Continental Europe, medi- cal waste services in the United States and the rental of portable sanitation and accommodation units in Germany. The Company's equity in earnings of Attwoods has decreased to $9.0 million in 1994 from $12.9 million in 1993. The decrease was due to a decline in Attwoods' reported earnings. Subsequent to November 30,1993, equity earnings in respect of ADT are not reflected in the Company's results since the Company believes the current carrying value approximates the net realizable value. As a result, the Company's equity in earnings of ADT have decreased $21.3 million ($0.08 per share) to $5.7 million ($0.02 per share) in 1994 from $27.0 million ($0.10 per share) in 1993. At August 31,1994, the Company had a 23.8% (1993 - 23.9%;1992 - 28.4%) interest in ADT, and in Attwoods, on a fully -converted basis including the investment in Convertible Preference Shares, an -interest of 34.8% (1993 - 34.8%;1992 - 34.9%). See also the discussions on unusual items. Unusual items In 1994, the unusual items of $16.7 million (an after-tax loss of $0.06 per share) represent a provision for the anticipated loss on sale of the Company's investment in Attwoods of $27.5 million, offset partially by a net gain on the disposal of the Company's European operations (other than an Italian landfill which has a remaining life • F L -t rh=2 years) of $10.8 million. In Tegards to Attwoods, the Company has irrevocably undertaken to accept a conditional tender offer (the "Offer") of Browning-Ferris Industries, Inc. ("BFI") for all of the Company's interests in Attwoods for an aggre- gate consideration of the approximate equivalent of $213 million plus a right to receive a contingent payment of its proportional share of the gain, if any, from the excess proceeds of disposition of certain assets of Attwoods in Germany. The Company is also oblig- ated, at BFI's option, to purchase these assets of Attwoods for $56.8 million in the event that BFI does not dispose of them to a third party within six months of BFI gaining control of the Attwoods' Board of Directors. Management believes that these circum- stances will not result in further loss to the Company and, in fact, expectations are that a contingent gain may become realized. As a result, a provision was recorded for the anticipated loss on sale of Attwoods to reflect the Company's expectations of proceeds in this regard but without any anticipation of the contingent cash payment that could result from the Offer. MW41M In 1993, the unusual items of $243.8 million (an after- tax loss of $0.88 per share) related to the write-down of the Company's investment in ADT of $141.6 million and in Attwoods of $102.2 million in order to reflect the Company's determination of a decline in realizable value other than temporary in nature. The Company's interest in ADT declined from 28.4% to 23.9% as a result of the issue in August 1993 by ADT of 20.7 million shares for net proceeds of $160 million, in which the Company did not participate. As a result of this dilution of the Company's investment and the major cap- ital restructuring plan that ADT effected, the Company determined that a decline in realizable value other than temporary in nature had occurred and adjusted the carrying value downwards by$141.6 million. During its fiscal year ended July 31, 1993, Attwoods contracted to sell its metals recycling business in the United States at a loss of approximately $144 million. As a result of this loss and Attwoods' earnings expectation from continuing operations, the Company determined that an impairment in the amount of $102.2 million of the realizable value of its investment in Attwoods had occurred of an other than temporary nature. This impairment reflected the Company's assessment of the fundamental structural changes impacting the U.S. solid waste industry, as well as the general economic weakness being experienced at Attwoods' German operations. Income taxes The effective income tax rate on income before special and non-recurring charges and unusual items has increased to 22.0% in 1994 from 19.5% in 1993. The increase was primarily due to lower equity in earnings of associated companies. In 1993, the effective income tax rate on income before special and non-recurring charges and unusual items increased to 19.5% from 18.0% in 1992. Extraordinary item During 1992, the Company negotiated a settlement of a class action suit initiated in 1991. The Company agreed to settle in order to avoid the expense of litigation and in recognition of the uncertainty inherent in predicting the outcome of a court action. This payment, together with the Company's legal fees, was reflected as an extraordi- nary item and amounted to $6.1 million ($0.02 per share) on an after-tax basis. Net income and earnings per share Income before equity in earnings of ADT, special and non-recurring charges, unusual and extraordinary items increased 7.0% to $101.8 million in 1994 from $95.1 mil- MANAGEMENT'S DISCUSSION AND ANALYSIS of financial condition and results of operations (continued) lion in 1993. In 1993, income before equity in earnings of ADT, special and non-recurring charges, unusual and extraordinary items decreased 14.9% to $95.1 million from $1 l 1.8 million in 1992. The weighted average number of common shares out- standing during 1994 remained unchanged from 1993 at 277.2 million. In 1992 there were an average of 266.0 million common shares outstanding. Accordingly, earnings per share before equity in earn- ings of ADT, special and non-recurring charges, unusual and extraordinary items increased 8.8% to $0.37 per share in 1994 from $0.34 per share in 1993. In 1993, earnings per share before equity in earnings of ADT, special and non-recurring charges, unusual and extraor- dinary items decreased 19.0% to $0.34 from $0.42 in 1992. See also Note 13 of Notes to Consolidated Financial Statements. Financial condition The Company's capital consisted of ($ millions): Earnings per share from the equity in earnings of ADT was $0.02 per share in 1994,$0.10 per share in 1993 and $0.10 per share in 1992. The special and non-recurring charges, unusual and extraordinary items amounted to a loss of ($0.06) per share in 1994, ($1.49) per share in 1993 and ($0.02) per share in 1992. As a result, earnings per, share is $0.33 in 1994, the loss per share was ($1.05) in 1993, and in 1992 the earn- ings per share was $0.50. The Company's consolidated financial statements have been prepared in accordance with Canadian GAAP, which conform in all material respects with U.S. GAAP, except as disclosed in Note 11 and Note 14 of Notes to Consolidated Financial Statements. August 31 1994 1993 1992 Deferred items Income taxes $ 48.2 1.5% $ 43.9 1.4% $ 88.8 2.6% Other 204.0 6.3 193.5 6.1 105.6 3.1 Long-term debt 1,403.2 43.3 1,377.1 43.5 1,260.9 36.9 Shareholders' equity 1,585.9 48.9 1,553.3 49.0 11959.9 57.4 $3,241.3 100.0% $3,167.8 100.0% $3,415,2 100.0% In 1994, shareholders' equity increased by $32.6 million as a result of earnings retained after dividends of $57.6 rntirowbmdecremdby3MO,miltiion due to the increased deficiency in the cumulative foreign currency translation adjustments account resulting from the 3.7% decline in value of the Canadian dollar versus the U.S. dollar since August 31, 1993. Investment activities, including capital expenditures of 3287.4 million and acquisitions of $90.3 million were largely financed by operating cash flows with a resultant net increased borrowing of long-term debt of $26.1 million. In January 1994, the Company issued $280 million 6.00% ADT -Linked Convertible Debentures due January 15,1999( of which $45.6 million was denominated in Canadian dollars [Cdn. $59.9 million] at 6.75%) with in- terest rates, as a result of swap agreements, of money market rates plus 0.60%. At maturity, each debenture will allow the holder to participate in an increase in the mar- ket price of ADT common shares above $9.00 per share to a maximum of $12.60 per share, if any, at that time, by exercising their right to convert into Class B Non -Voting Shares of the Company at 95% of their then current market value. The Company has the option to satisfy its -24- obligation to issue Class B Non -Voting Shares on conver- sion by the debenture holders, or at maturity, by tender- ing any combination of ADT common shares andClass B Non -Voting Shares at 95% of their then current market value and cash. The proceeds from this issue were used to repay long-term debt. Capitalia On September 20,1994, the Company (s bilka granted BFI an option to purchase all of its holdings in Attwoods, which is expected to ry realize a minimum of $213 million prior to „ February 1995. ' 1 h The Company had revolving/term bank _ lines of credit primarily for acquisition and expansion purposes of $1,069 million of which approximately $578 million was unused as at August 31,1994. The Company is required to maintain certain balance sheet ratios, all of which have been met at August 31, 1994. 90 91 92 Fiscal 1995 principal repayments of $170.0 million which would otherwise be ■ shareholders' ■ Long-term de classified as current portion of long-term debt, have been classified as long-term debt because the Company intends to refinance these borrowings on a ation ns) N� 93 94 equity deb [ long-term basis using the available capac- { Activities Beforeefore Cash Provided financing Operating ity under its existing bank credit Working Capital and Capital Expenditures agreements. T� (s millions) In 1993, the major decreases in capital 90 91 92 were attributed to (i) the net loss of $291.6 94 a million, (ii) dividends paid of $35.5 mil- lion and (iii) the $79.5 million increased a deficiency in the cumulative foreign cur- 2 rency translation adjustments account. N Increases in capital came from an $87.9 " N million increase in deferred other items and a $116.2 million increase in long-term debt resulting in an overall reduction of $247.5 million in the Company's total capi- tal. Investment activities, including capital 90u 91 9z 93 9G ■ Cash by operating expenditures of $214.5 million and acqui- sitions of $213.3 million were largely provided [itibefore financing working capital Y financed b operating cash flows with a • Capital expenditures, resultant net increased borrowing of long - excluding acquisitions term debt of $116.2 million. Liquidity Cash provided by operating activities before financing working capital and special and non-recurring charges was $370.5 million, $354.4 million and $364.3 million in 1994,1993 and 1992, respectively, representing percentage changes from the previous years of 4.5%, (2.7)% and (11.7)%. Cash, short-term deposits and marketable securities which can be liquidated readily were $199.6 million, M17.2 million and $163.2 millian at August 31,1994, 1993 and 1992, respectively. In 1994, trade and other accounts receivable decreased by $4.5 million. The average number of days sales outstanding has decreased to 56 days from 61 days in 1993 primarily due to the sale of the Acquisition Italian engineering business, effective Expenditures/Revenues August 31, 1994. (S millions) In 1993, trade and other accounts T a � T� 90 91 92 93 94 POO Expenditures s Revenues (annualized) receivable increased by $53.4 million, pri- marily attributable to acquisitions. The average number of days sales outstanding increased to 61 days from 53 days in 1992, primarily due to the nature of the engi- neering and healthcare transportation businesses acquired during this year, both of which have significant receivables from government agencies. Management believes that the existing level of working capital of $221.8 million is adequate for the Company's normal growth and operating needs. Trade and other accounts receivable continues to r —25— represent the largest portion of current assets totalling $326.0 million at August 31, 1994. Capital expenditures and capital resources Net expenditures for the purchase of fixed assets for replacement, upgrading and expansion were $271.1 million, $193.6 million and $192.9 million in 1994,1993 and 1992, respectively. Capital expenditures for the purchase of fixed assets for fiscal 1995 are expected to be approximately $250 million, which represents normal replacement and upgrading requirements and purchases of additional fixed assets necessary for planned increases in services. They do not include the financing of acquisitions and new contracts, which are continuously being pursued by the Company, and for which there is no determinable budget. Management believes that current operating cash flows are adequate to finance these expenditures as well as to service existing debt. At September 30, 1994, the Company had unused bank lines of credit of approximately $519 million. Expenditures on the acquisitions of businesses were $90.3 million, $213.3 million and $41.6 million in 1994, 1993 and 1992, respectively. The majority of expendi- tures during 1994 and 1993 related to the acquisition of healthcare transportation businesses in the passenger service segment. Effective August 31, 1994, the Company sold its investment in an Italian engineering business in exchange for convertible securities of United States Filter Corporation in the amount of $42 -million. Acquisitions of businesses have generally been financed initially with revolving/term bank loans and replaced later with longer term public issues of debt or equity. Purchases of fixed assets have generally been made from funds generated by operating cash flows. Legal proceedings Increasing levels of government regulation continue to have a significant effect on the Company's waste services segments. The Company strives to conduct its opera- tions at least in compliance with applicable laws and regulations. However, in the existing climate of height- ened legal, political and citizen awareness and concerns, companies in the waste services industry, including the Company, will be faced with fines and penalties and the need to expend funds for remedial work and related activities at waste treatment and disposal facilities. The Company has concluded, based upon existing informa- tion and applicable laws and regulations, that the amounts expended or anticipated to be expended by the Company are not likely to be material to its operations or financial condition. MANAGEMENT'S DISCUSSION AND ANALYSIS offinancial condition and results of operations (continued) Legal proceedings (continued) As of August 31, 1994, subsidiaries of the Company had been notified that they are potentially responsible parties in connection with 24 locations listed on the Superfund National Priority List under the Compre- hensive Environmental Response, Compensation and Liability Act in the United States. The Company periodi- cally reviews the role, if any, of each subsidiary with respect to each such location, considering the nature and extent of the subsidiary's alleged connection and the accuracy and strength of evidence connecting the potentially responsible parties at the location. The majority of these proceedings are based on allega- tions that certain Company subsidiaries (or their predecessors) transported hazardous substances to the facilities in question, often prior to the acquisition of such subsidiaries by the Company. Based on the results of the review of the various sites, expense accruals are pro- vided by the Company for its anticipated share of future costs associated with remedial work to be undertaken and existing accruals are revised as deemed necessary. In June 1992, the Ministry of the Environment of the Province of Quebec requested a subsidiary of the Company to advise the Ministry of its intentions con- cerning the carrying out of certain characterization studies of soil and water and restoration work with respect to certain areas of the subsidiary's property in Ville Mercier. In 1968, the Quebec government issued two permits to an unrelated company to dump organic liquids into lagoons on this property. By 1971, ground- water contamination itiad been identified. In July 1992, the v6sidi=TTespondeiabyfirst denying any responsi- bility for the decontamination and restoration of its site and secondly by proposing that the Ministry and the subsidiary form a working group to find the most appropriate technical solution to the contamination problem. In November 1992, the Ministry served the subsidiary with two Notices alleging the subsidiary was responsible for the presence of contaminants on its property and that of its neighbor and ordering the sub- sidiary to take all the necessary measures to excavate, eliminate or treat all the contaminated soils and residues located within the areas defined in the Notices and to recover and treat all of the contaminated waters result- ing from the aforementioned measures or the Ministry would proceed to do the work and would claim from the subsidiary the direct and indirect costs relating to such work. The subsidiary responded by reiterating its posi- tion that it had no responsibility for the contamination and proposing to submit the question of responsibility to the Courts for determination. The subsidiary has filed legal proceedings to obtain a Court determination of the —26— liability associated with the contamination of the former Mercier lagoons. The consolidated federal income tax returns of the Company's United States subsidiaries for the fiscal years ended August 31,1986, 1987 and 1988 have been under audit by the Internal Revenue Service. In March 1994, the subsidiaries received a Statutory Notice of Deficiency proposing that the subsidiaries pay addi- tional taxes relating to disallowed deductions in those income tax returns. The principal issue involved relates to the timing and the deductibility for tax purposes of interest attributable to loans owing to related foreign persons. The subsidiaries have petitioned the United States Tax Court for a re -determination of claimed defi- ciencies of approximately $55 million (plus interest of approximately $49 million as of August 31,1994) and intend to vigorously contest the claimed deficiencies. Although the final outcome cannot be predicted with certainty, the Company believes that the ultimate disposition will not have a materially adverse effect upon the Company's consolidated financial position or results of operations. In 1994, the South Carolina regulatory authorities issued the Part B operating permit for the Company's Pinewood, South Carolina landfill facility. The permit effectively limited the remaining operating life for the disposal of hazardous and non -hazardous waste at the facility to five to seven years. The permit also required the establishment of an environmental impairment fund of $133 million (in 1994 dollars), to be funded by annual cash payments, beginning in 1994 and continu- ing to 2004. The Company made the first payment of $14.5 million without prejudice in August 1994. The Company has initiated court proceedings to appeal the fund requirements and capacity restrictions. In the meantime, the Company continues to operate the facil- ity and has included the initial payment in long-term investments. The Company's carrying value of $100 million could be impaired based upon the outcome of these proceedings, in which however the Company believes it will be successful. While the final resolution of these proceedings may have an impact on the financial results for a particular period, the Company does not believe that these matters are material to its business or financial condition. r MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING The accompanying financial statements of Laidlaw Inc. and all the information in this annual report are the responsibility of management and have been reviewed and approved by the Board of Directors. The financial statements have been prepared by management in accordance with generally accepted accounting principles. Where alternative accounting methods exist, management has chosen those methods deemed most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based on estimates and judgements. Management has determined such amounts on a reasondble basis in order to ensure that the financial statements are presented fairly, in all material respects. Management has ensured that the financial information presented throughout the annual report is consistent with that in the financial statements. Laidlaw Inc. maintains systems of internal accounting and administrative controls which are of high quality, consistent with reasonable cost. Such systems are designed to provide reasonable assurance that the finan- cial information is relevant, reliable and accurate and that the Company's assets are appropriately 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 financial statements. The Board carries out this responsibility principally through its Audit Committee. The Audit Committee is appointed by the Board, and all of its members are outside directors. The Committee meets quarterly with management, as well as with inter- nal and external auditors, to discuss internal controls over the financial reporting process, auditing matters and financial reporting issues. The Committee has reported its findings to the Board which has approved the financial statements for issuance to the shareholders. The Committee also considers, for review by the Board and approval by the shareholders, the engagement or re- appointment of the external. auditors. The consolidated statements have been audited on behalf of the shareholders by the external auditors, Coopers & Lybrand, in accordance with generally accepted auditing standards. Coopers & Lybrand has full and free access to the Audit Committee. J.R. Bullock President and Chief Executive Officer 6tr✓r� L.W. Haworth Senior Vice -President and Chief Financial Officer October 12,1994 AUDITORS' REPORT TO THE SHAREHOLDERS We have audited the consolidated balance sheets of Laidlaw Inc. as at August 31,1994 and 1993 and the con- solidated statements of income and retained earnings (deficit) and changes in financial position for each of the three years in the period ended August 31, 1994. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with gener- ally accepted auditing standards. Those standards require that we plan and perform an audit to obtain rea- sonable assurance whether the financial statements are free of material misstatement. An audit includes exam- ining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also -27- includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial state- ments present fairly, in all material respects, the finan- cial position of the company as at August 31, 1994 and 1993 and the results of its operations and the changes in its financial position for each of the three years in the period ended August 31, 1994 in accordance with Canadian generally accepted. accounting principles. 0_7� -1 ��4 Hamilton, Canada Coopers & Lybrand October 12,1994 Chartered Accountants CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (DEFICIT) Year Ended August 31 (U.S. $ millions except per share amounts) 1994 . 1993 1992 Revenue $2,128.3 $1,993.3 $1,925.6 Operating expenses 1,500.4 1,394.3 1,300.2 Selling, general and administrative expenses 159.8 158.3 152.2 Depreciation and amortization 243.9 237.0 235.5 Special and non-recurring charges (Note 9) - 225.5 - Income (loss) from operations 224.2 (21.8) 237.7 Interest expense (116.5) (105.7) (122.1) Interest, dividend and other income 15.4 13.8 13.6 Equity in earnings of associated companies 14.7 39.9 39.7 Unusual items (Note 10) (16.7) (243.8) - Income (loss) -before income taxes 121.1 (317.6) 168.9 Income tax recovery (expense) (Note 11) (30.3) 26.0 (30.4) Income (loss) before extraordinary item 90.8 (291.6) 138.5 Extraordinary item (Note 12) , - - (6.1) Net income (loss) $ 90.8 $ (291.6) $ 132.4 Earnings (loss) per share (Note 13) Before extraordinary item $ 0.33 $ (1.05) $ 0.52 Extraordinary item - - (0.02) Net income (loss) $ 0.33 $ (1.05) $ 0.50 Retained earnings (deficit) - beginning of year $ (120.6) $ 206.5 $ 115.1 Net income (loss) 90.8 (291.6) 132.4 Dividends - Preference Shares (0.5) (0.5) (0.6) - Class A Shares and Class B Non -Voting Shares (32.7) (35.0) (36.2) Share issue expenses (net of income taxes) - - (4.2) Retained earnings (deficit) - end of year $ (63.0) $ (120.6) $ 206.5 Dividends per share (Cdn. $) - Preference Shares $ 1.00 $ 1.00 $ 1.00 - Class A Shares and C1asc B Non -Voting Shares 0.16 0.16 0.16 "The accompanying notes are an integral part of these statements. -28- CONSOLIDATED BALANCE SHEETS LIABILITIES 9.6 9.6 Current liabilities 2.9 August 31 (U.S.$ millions) 1994 1993 $ 154.2 ASSETS 150.3 159.7 Accrued self-insurance liabilities Current assets 50.0 Current portion of long-term debt (Note 6) 41.3 Cash $ 9.9 $ 15.0 407.3 Short-term deposits and marketable securities - at cost which approximates market value 189.7 197.2 Income taxes Trade and other accounts receivable (net of allowance for doubtful accounts of $3.5; 43.9 Dthmo Zi fr4,1 204.0 193.5 252.2 237.4 August 31,1993 - $4.5) 326.0 330.5 Income taxes recoverable 27.9 53.1 Inventories 35.0 29.0 Other current assets 25.2 28.9 Total cgrrent assets 613.7 653.7 Long-term investments (Note 2) 725.8 711.2 Fixed assets (Note 3) 1,775.2 1,715.1 Other assets Excess cost of businesses purchased over fair value of net tangible assets acquired (net of accumulated amortization of $78.7; August 31, 1993 - $74.4) 494.7 474.5 C, Deferred charges 23.8 20.6 518.5 495.1 Total assets $3,633.2 $3,575.1 LIABILITIES 9.6 9.6 Current liabilities 2.9 2.9 Accounts payable $ 146.7 $ 154.2 Accrued liabilities 150.3 159.7 Accrued self-insurance liabilities 53.6 50.0 Current portion of long-term debt (Note 6) 41.3 43.4 Total current liabilities 391.9 407.3 Deferred items $3,633.2 $3,575.1 Income taxes 48.2 43.9 Dthmo Zi fr4,1 204.0 193.5 252.2 237.4 Long-term debt (Note 6) 1,403.2 1,377.1 2,047.3 2,021.8 Commitments and contingencies (Note 16) SHAlt ENOLDERS' EQUITY Preference Shares (Note 7) 9.6 9.6 Class A Shares; issued and outstanding 47,632,092 (August 31, 1993 - 47,632,092) (Note 7) 2.9 2.9 Class B Non -Voting Shares; issued and outstanding 229,555,668 (August 31,1993 - 229,555,668) (Note 7) 1,815.4 1,815.4 Cumulative foreign currency translation adjustments (Note 8) (179.0) (154.0) Deficit (63.0) (120.6) Total shareholders' equity 1,585.9 1,553.3 Total liabilities and shareholders' equity $3,633.2 $3,575.1 The accompanying notes are an integral pan of these statements. �., Signed on behalf of the Board t � 1 James R. Bullock, Director Donald M. Green, Director r" -z9- CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION Year Ended August 31 (U.S. $ millions) 1994 1993 1992 Net cash provided by (used in): 370.5 354.4 364.3 Operating activities $ 370.2 $ 363.1 $ 377.7 Investing activities (380.0) (428.1) (304.6) Financing activities (2.8) 114.0 (65.8) Investing activities ' (12.6) 49.0 7.3 Cash, short-term deposits and marketable securities - beginning of year 212.2 163.2 155.9 Cash, short-term deposits and marketable securities - end of.year $ 199.6 $ 212.2 $ 163.2 Operating activities (14.4) (13.8) (16.1) Income before special and non-recurring charges and unusual items (Note 14) $ 107.5 $ 122.1 $ 138.5 Add (deduct) items not affecting cash: (68.0) (81.8) (21.3) Depreciation and amortization 243.9 237.0 235.5 Deferred income taxes 10.0 7.6 13.1 Deferred other 12.0 22.3 13.0 Equity in earnings of associated companies (1.7) (26.5) (26.3) Other (1.2) (8.1) (9.5) Cash provided by operating activities before financing working capital and special and non-recurring charges 370.5 354.4 364.3 Cash used for special and non-recurring charges (16.4) (5.7) Cash provided by working capital (Note 14) 16.1 14.4 13.4 Net cash provided by operating activities $ 370.2 $ 363.1 $ 377.7 Investing activities ' Proceeds from sale of fixed assets $ 16.3 $ 20.9 $ 31.9 Purchase of fixed assets (273.0) (200.7) Purchase of other assets (14.4) (13.8) (16.1) Purchased on acquisitions (Note 15) - Fixed assets (22.3) (118.5) (20.3) - Other assets (68.0) (81.8) (21.3) -ZI mg -lerm kfflM==U - (13.0) - Decrease in working capital relating to investment activities (4.7) (4.5) (3.5) Proceeds from sale of long-term investments 2.4 0.5 7.0 Increase in long-term investments - ADT Limited and Attwoods plc - - (57.4) - Other (16.3) (17.2) (13.7) Other - - (2.5) Net cash used in investing activities $ (380.0) $ (428.1) $ (304.6) Financing activities Net proceeds from share issues (Note 7) $ - $ - $ 217.2 Increase in long-term debt 647.5 444.1 462.8 Increase in non-current liabilities on acquisitions (Note 15) 104.2 237.6 38.0 Reduction in long-term debt - _ (721.3) (532.2) _'(747.0) Dividends (33.2) (35.5) (36.8) Net cash provided by (used in) financing activities $ (2.8) $ 114.0 $ (65.8) The accompanying notes are an integral part of these statements. -30- NOTES TO CONSOLIOATEO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of Laidlaw Inc. ("the Company") have been prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP") and all figures are presented in U.S. dollars, as the majority of the Company's operating assets are located in the United States. Except as indi- cated in Note 11 and Note 14, the consolidated financial statements conform, in all material respects, with accounting principles generally accepted in the United States ("U.S. GAAP"). Consolidation The consolidated financial statements include the accounts of Laidlaw Inc. and all of its subsidiary com- panies. All significant intercompany transactions are eliminated. The purchase method of accounting for business combinations has been used. Inventories Inventories are valued at the lower of cost, determined on a first -in, first -out basis, and replacement cost. Long-term investments Investments in shares of associated companies, over which the Company has significant influence, are accounted for by the equity method. Equity earnings are recorded to the extent that any increase in the carrying value is determined to be realisable. Fixed assets Landfill sites, preparation costs and improvements are recorded at cost and amortized on the basis of landfill capacity utilized during the year. Depreciation and amortization of other property and _.: sqcipnen is provided substantially on a straight-line 2. LONG-TERM INVESTMENTS basis over their estimated useful lives which are as follows: Buildings - 20 to 40 years, and Vehicles and other - 5 to 15 years. Other assets The excess cost of businesses purchased over the fair value of net tangible assets acquired is amortized on a straight-line basis over forty years. Deferred charges are amortized on a straight-line basis over a two to five year period depending on the nature of the deferred costs. Environmental liabilities Environmental liabilities include accruals for costs asso- ciated with closure and post -closure monitoring and maintenance of the Company's landfills, remediation at certain of the Company's facilities and corrective actions at Superfund sites. The Company accrues for closure and post -closure costs over the life of the landfill site as airspace is consumed. Income taxes Deferred income taxes are provided for all significant timing differences arising from recognizing certain expenses, principally depreciation, in different periods for income tax and financial reporting purposes. Deferred items - other Other deferred items primarily represent the accruals for the non-current portions of environmental and self- insurance liabilities. Foreign currency translation The Company's operations are all of a self-sustaining nature. The accounts are translated to U.S. dollars on the following basis: Assets and liabilities at the exchange rate in effect at the balance sheet date and revenue and expenses at weighted monthly average exchange rates fbr the year. August 31($ millions) 1994 1993 Associated companies - at equity ADT Limited (market value - $350.2;1993 - $306.7) (ownership percentage - 23.8%;1993 - 23.9%) $369.2 $363.5 Attwoods plc (market value - $213.5;1993 - $222.1) (ownership percentage - 29.8%,1993 - 29.9%) 212.9 244.4 582.1 607.9 Other long-term investments - at cost 143.7 103.3 $725.8 $711.2 The excess of $242.1 million (1993 - $278.0 million) of the carrying value over the Company's share of the under- lying net tangible assets of these associated companies is being amortized on a straight-line basis over forty years. The investment in Attwoods plc ("Attwoods") consists of both 84.5 million (1993 - 84.5 million) Ordinary Shares and 47.9 million (1993 - 47.9 million) Convertible Redeemable Preference Shares, which represent 34.8% (1993 - 34.8%) of the votes on a fully -converted basis. In 1994, the Company issued $280.0 million ADT - Linked Convertible Debentures (Note 6) which allow the -31 - holder to participate in an increase in the market price of ADT Limited ("ADT") common shares above $9.00 per share to a maximum of $12.60 per share on the Company's holdings of 31.1 million ADT shares. The Company retains an interest in the value of these shares above $12.60 per share. In assessing the appropriateness of the carrying value of ADT, management takes into consideration first the limited debenture holder's inter- ests and then the Company's residual interest in the ADT common shares. �"' NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Effective October 3,1994, Browning-Ferris Industries, Inc. ("BFI") tendered an offer (the "Offer") to purchase all outstanding Ordinary and Convertible Redeemable Preference Shares of Attwoods for £1.09 per share and £0.85 per share, respectively, plus an addi- tional contingent cash payment to existing Ordinary Shareholders based upon the net proceeds realized from the disposal of Attwoods' German non -waste opera- tions. The Company has irrevocably undertaken to accept the Offer in respect to all of its interests in Attwoods. The Company has further agreed to purchase Attwoods' German non -waste operations from BFI for $56.8 million (less debt obligations assumed), at BFI's option, should -BFI be unable to dispose of these assets for at least this amount within six months after BFI gains control of the Attwoods' Board of Directors. BFI's Offer, and the ultimate proceeds, are conditional upon the resolution of a number of conditions, includ- ing acceptance of the Offer by shareholders aggregating 90% of the outstanding Ordinary Shares and regulatory and trade commission approval in the U.S., the U.K. and Europe. However, the Company believes that there is a high degree of probability that BFI will be successful in the Offer, and has accordingly recorded a provision for the anticipated loss on sale of Attwoods to reflect the Company's expectation of proceeds in this regard but without any anticipation of the contingent cash payment that could result from the Offer. Effective August 31, 1994, the Company sold its invest- ment in an Italian engineering business in exchange for convertible securities of United States Filter Corporation in the amount of $42.2 million. The individual compo- nents of this non-cash transaction, consisting of an increase in long-term investments of $42.2 million, a gain of $10.8 million, and the elimination of the net assets of this business of $31.4 million, have not been reflected in the Consolidated Statements of Changes in Financial Position. In 1993, the Company wrote -down its investments in associated companies to reflect a decline in realizable value that was other than temporary (Note 10). Summarized financial information for ADT and Attwoods which has been extracted from the most recent audited financial information available, is as follows: ADT provides electronic security services primarily in the United States, Canada and Europe and provides vehicle auction services in the United Kingdom and United States. Attwoods provides solid waste services in the United 3. FIXED ASSETS States, United Kingdom and Continental Europe, medical waste services in the United States and the rental of portable sanitation and accommodation units in Germany. (S millions) ADT Limited , Attwoods plc (S millions) Year Ended December 31 Year Ended July 31 1993 1992 1994 1993 Revenue $1,383.6 $1,345.3 $546.0 $ 550.9 Income from operations 197.4 181.9 14.8 38.3 Income (loss) from continuing operations 111.7 109.1 (11.2) 22.5 Net income (loss) 111.7 109.1 (10.7) (99.7) Current assets 503.2 415.9 115.3 134.1 Non-current assets 2,287.5 2,265.5 646.2 655.3 Current liabilities 388.4 372.1 112.2 105.6 Non-current liabilities 1,002.8 1,117.1 ' 172.7 185.2 Rt&-mnabk pTvfim== iffim 427.2 434.6 110.8 107.6 ADT provides electronic security services primarily in the United States, Canada and Europe and provides vehicle auction services in the United Kingdom and United States. Attwoods provides solid waste services in the United 3. FIXED ASSETS States, United Kingdom and Continental Europe, medical waste services in the United States and the rental of portable sanitation and accommodation units in Germany. (S millions) August 31,1994 August 31,1993 Accumulated Accumulated Depreciation and Depreciation and Cost Amortization Net Cost Amortization Net Land, landfill sites and improvements $ 989.4 $ 272.2 $ 717.2 $ 927.7 $227.8 $ 699.9 Buildings 221.2 48.3 172.9 198.7 39.6 159.1 Vehicles and other 1,623.9 738.8 885.1 1,514.0 657.9 856.1 $2,834.5 $1,059.3 $1,775.2 $2,640.4 $925.3 $1,715.1 -32- r i' 4. DEFERRED ITEMS — OTHER August 31 ($ millions) 1994 1993 Accrued environmental liabilities $114.6 $111.0 Self-insurance liabilities 53.1 47.8 Other 36.3 34.7 $204.0 $193.5 S. ENVIRONMENTAL LIABILITIES The Company has recorded liabilities for closure and post -closure monitoring and environmental remediation costs as follows: August 31($ millions) 1994 1993 Current portion, included in accrued liabilities $ 23.5 $ 19.7 Non-current portion, included in deferred items - other 114.6 111.0 $138.1 $130.7 The Company, in the normal course of its business, expends funds for environmental protection and reme- diation, but does not expect these expenditures to have a materially adverse effect on its financial condition or results of operations, since its business is based upon compliance with environmental laws and regulations and its services are priced accordingly. Closure and post -closure monitoring and mainte- nance costs for U.S. landfills are estimated based on the technical requirements of the Subtitle C and D Regulations of the U.S. Environmental Protection Agency or the applicable state requirements, whichever are stricter, and the proposed air emissions standards under the Clean Air Act, and include such items as final capping of the site, methane gas and leachate manage- ment, groundwater monitoring, and operation and toh&iocurred during the period zTt=1he ac tydosesandceasestoacceptwaste. Closure and post -closure costs for the Company's land- fills in Canada and Italy are based upon the local landfill regulations governing the facility. The Company has also established procedures to rou- tinely evaluate potential remedial liabilities at sites which it owns or operated, or to which it transported waste, including 24 sites listed on the Superfund National Priority List (NPL). In the majority of situa- tions, the Company's connection with NPL sites relates to allegations that its subsidiaries (or their predecessors) transported waste to the facilities in question, often prior to the acquisition of such subsidiaries by the Company. The Company routinely reviews and evalu- ates sites requiring remediation, including NPL sites, I� i —33— giving consideration to the nature (i.e., owner, operator, transporter or generator), and the extent (i.e., amount and nature of waste hauled to the location, number of years of site operation by the Company, or other rele- vant factors) of the Company's alleged connection with the site, the accuracy and strength of evidence connect- ing the Company to the location, the number, connec- tion and financial ability of other named and unnamed potentially responsible parties ("PRPs") and the nature and estimated cost of the likely remedy. Where the Company concludes that it is probable that a liability has been incurred, provision is made in the financial statements, based upon management's judgement and prior experience, for the Company's best estimate of the liability. Such estimates are subsequently revised as deemed necessary as additional information becomes available. Where the Company believes that boththe amount of a particular environmental liability and the timing of the payments are reliably determinable, the cost in current dollars is discounted to present value at 5%. Had the Company not discounted any portion of its liability, the amount recorded would have been increased by approximately $96 million at August 31, 1994. The Company's active landfill sites have estimated remaining lives ranging from 2 to approximately 30 years based upon current site plans and anticipated annual volumes of waste. During this remaining site life, the Company will provide for an additional $321 million of closure and post -closure costs, including accretion for the discount recognized to date. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 6. LONG-TERM DEBT August 31 ($ millions) 1994 1993 Revolving/term, bank loans with interest rates, as a result of swap agreements extending to September 2003, averaging 6.69% at August 31, 1994 $ 284.6 $ 266.6 10.47% notes due November 1, 1994 170.0 170.0 9.03% notes due December 19,1995, with an interest rate, as a result of a swap agreement, of 8.76% 230.0 230.0 $155.0 notes with an interest rate, as a result of swap agreements, of 6.99%, with an average term to 1999 as a result of exercised interest prepayment options 25.0 38.5 6.00% ADT -Linked Convertible Debentures due January 15,1999 ($45.6 was denominated in Canadian dollars (Cdn. $59.91 at 6.75%) with interest rates, as a result of swap agreements, of money market rates plus 0.60% 280.0 - 7.70% debenteres due August 15, 2002, of which $125.0, as a result of swap agreements, bear interest at LIBOR plus 0.63% 200.0 200.0 7.05% debentures due May 15, 2003, with an interest rate, as a result of a swap agreement, of LIBOR plus 0.63% 100.0 100.0 8.25% debentures due May 15, 2023 100.0 100.0 9.49% notes due December 29,1993, with an interest rate as a result of a swap agreement, of LIBOR plus 0.20% : - 155.0 Notes due at various dates to 2003, with interest rates from 6% to 10% 54.9 160.4 1,444.5. 1,420.5 Less current portion 41.3 43.4 $1,403.2 $1,377.1 In January 1994, the Company issued $280.0 million 6.00% ADT -Linked Convertible Debentures due January 15, 1999. At maturity, each debenture will allow the holder to participate in an increase in the market price of ADT common shares above $9.00 per share to a maximum of $12.60 per share, if any, at that time, by exercising their right to convert into Class B Non -Voting Shares of the Company at 95% of their then current market value. The Company has the option to satisfy its x6rigalinn tole= Q -3 -host -Vining Shares on con- �essiar "e iiebetrtsreitolders, or at maturity, by ten- dering any combination of ADT common shares and Class B Non -Voting Shares at 95% of their then current market value and cash. On August 31,1994, the Company had available $1,069 million (1993 - $1,059 million) of revolving/ term bank credit agreements, of which approximately $578 million (1993 - $703 million) was unused, with interest rates generally at the lower of bank prime rates or money market rates plus fees of approximately 0.50% and commitment fees of 0.125% on the unused available facilities. Revolving periods generally extend for two years and if notextended, the lines, to the extent being used at the end of the revolving period, become repayable in equal semi-annual instalments of principal over the next five years. Under these agreements, the Company is required to maintain certain balance sheet ratios, all of which have been met at August 31, 1994. Fiscal 1995 principal repayments of $170.0 million which would otherwise be classified as current portion of long-term debt, have been classified as long-term debt because the Company intends to refinance these borrowings on a long-term basis using the available -34- capacity under its existing bank credit agreements described above. Based on estimated interest rates currently available to the Company for long-term debt with similar terms and average maturities, the fair value of all long-term debt at August 31, 1994 amounted to approximately $1,413 million (1993 - $1,467 million). The aggregate amount of minimum payments required on long-term debt in each of the years indi- cated below is as follows: ($ millions) Year ending August 31, 1995 $ 41.3 1996 326.6 1997 84.4 1998 79.6 1999 398.4 thereafter 514.2 $1,444.5 7. CAPITAL STOCK (a) Authorized Unlimited numbers of First, Second, Third and Fourth Preference Shares, each of which is issuable in series, are authorized. Unlimited numbers are designated as First Preference Shares Series E, Convertible First Preference Shares Series F and Convertible First Preference Shares Series G. Unlimited numbers of voting Class A Shares and Class B Non -Voting Shares are authorized. Class B Non -Voting Shares are entitled to certain priorities in the payment of dividends. After payment of a similar amount on the Class A Shares, Class B Non - Voting Shares rank equally in further distributions. PON r (b) Issued and fully paid preference shares August 31 ($ millions except per share amounts) 1994 1993 5% Cumulative Convertible First Preference Shares Series G; issued at Cdn. $20 per share, redeemable at the Company's discretion, at Cdn. $20 per share; issued and outstanding 653,070(1993-653,070) $9.6 $9.6 (c) Material changes in all classes of Capital Stock since September 1,1991: (i) On November 12,1991, the Company issued 201,857 Class B Non -Voting Shares in the amount of $1.8 million as partial consideration for the acquisition of a business. (ii) On February 20,1992, the Company issued 23,650,000 Class B Non -Voting Shares for net proceeds of $215.4 million. (d) Employee stock option program Effective in 1984, the Directors of the Company set aside 2,700,000 Class B Non -Voting Shares for issuance under an employee stock option program. Options were granted under this plan on May 1 of each year from 1984 to 1990. These options are exercisable on the 5th anniversary of their date of granting provided that, if the closing price per share on The Toronto Stock Exchange on any of the ten trading days immediately preceding the exercise date of the option is less than the exercise price, the date of exercise is postponed to the next anniversary date of the grant. In 1991, the Directors of the Company set aside ten million Class B Non -Voting Shares for issuance under the 1991 employee stock option program. All options under this plan are for a term of ten years from the date of grant and become exercisable with respect to 20% of the total Samba subject to the option, one year after'&eAate, and with ttspect to an additional 20% at the end of each twelve month period thereafter on a cumulative basis during the succeeding four years. Both plans provide for the granting of stock options to certain senior employees and officers of the Company at the discretion of the Board of Directors. All options are subject to certain con- ditions of service and a non -competition agree- ment. At August 31, 1994, the aggregate options outstanding entitled holders to purchase 4,931,975 (1993 -3,719,200;1992 - 2,834,500) Class B Non - Voting Shares. Options to purchase Class B Non -Voting Shares have been granted under the 1984 plan as follows: 232,000 Class B Non -Voting Shares at Cdn. $18.42 per share exercisable May 1, 1995 247,750 Class B Non -Voting Shares at Cdn. $14.63 per share exercisable May 1, 1995 387,750 Class B Non -Voting Shares at Cdn. $15.75 per share exercisable May 1, 1995 359,750 Class B Non -Voting Shares at Cdn. $22.75 per share exercisable May 1, 1995 Options to purchase Class B Non -Voting Shares have been granted under the 1991 plan as follows: 492,575 Class B Non -Voting Shares at Cdn. $14.00 per share granted May 1, 1991 698,250 Class B Non -Voting Shares at Cdn. $11.375 per share granted May 1, 1992 862,650 Class B Non -Voting Shares at Cdn. $10.875 per share granted May, 1, 1993 500,000 Class B Non -Voting Shares at Cdn. $7.63 per share granted October.13,1993 1,151,250 Class B Non -Voting Shares at Cdn. $8.50 per share granted May 1, 1994 8. CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENTS An analysis of the cumulative foreign currency translation adjustments included in shareholders' equity is as follows: August 31 ($ millions) 1994 1993 Balance - beginning of year $(154.0) $ (74.5) Translation adjustments for the year (25.0) (79.5) Balance - end of year $(179.0) $(154.0) 9. SPECIAL AND NON-RECURRING CHARGES In 1993, the Company completed an evaluation of its exposure and investment in its solid waste management segment. This evaluation was initiated due to the contin- uing decline in profitability of this segment and the fun- damental structural changes taking place in the solid waste industry. 7. —35— As a result, special and non-recurring charges of $225.5 million ($169.9 million after-tax or $0.61 per share) were recorded in 1993. These charges were sub- stantially of a non-cash nature and were primarily asso- ciated with the restructuring of the U.S. solid waste services segment. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 10. UNUSUAL ITEMS In 1994, the unusual items of $16.7 million (an after-tax loss of $0.06 per share) represents a provision for the anticipated loss on sale of the Company's investment in Attwoods of $27.5 million (Note 2), offset partially by a net gain on the disposal of the Company's European operations of $10.8 million. 11. INCOME TAXES In 1993, the unusual items of $243.8 million (an after- tax loss of $0.88 per share) related to the write-down of the Company's investment in ADT of $141.6 million and in Attwoods of $102.2 million in order to reflect the Company's determination of a decline in realizable value other than temporary in nature. Income before income taxes and provision for income taxes by geographic area are as follows: Year Ended August 31 ($ millions) 1994 1993 1992 Income (losslbefore income taxes United States and foreign Canada $153.5 (32.4) $(236.6) (81.0) $182.4 (13.5) Effect of lower tax rates applicable to U.S. and foreign income (16.5) (18.1) (22.2) Effect of lower tax rates applicable to dividend and other income and $121.1 $(317.6) $168.9 Provision for (recovery of) current income taxes (4.6) (11.4) (9.3) United States and foreign Canada $ 26.8 (6.5) $ 34.0 (12.0) $ 19.8 (2.5) "- rinUrmial6m effect of special and non-recurring charges and unusual items 20.3 22.0 17.3 Provision for (recovery of) deferred income taxes 3.0 (11.3) - United States and foreign Canada 18.5 (8.5) (37.0). (11.0) 6.6 6.5 10.0 (48.0) 13.1 Total Provision for (recovery of) income taxes $ 30.3 $ (26.0) $ 30.4 The Company's effective income tax rates are as follows: Combined basic Canadian Federal and Provincial income tax rates 43.5 % 43.5 % 43.5 % Effect of lower tax rates applicable to U.S. and foreign income (16.5) (18.1) (22.2) Effect of lower tax rates applicable to dividend and other income and equity in earnings of associated companies (4.6) (11.4) (9.3) Other (0.4) 5.5 6.0 "- rinUrmial6m effect of special and non-recurring charges and unusual items 22.0 19.5 18.0 Effect of special and non-recurring charges (Note 9) and unusual items (Note 10) 3.0 (11.3) - Effective income tax rates 25.0 % 8.2 % 18.0 % Under U.S. GAAP, the Company was required to adopt the new United States standard on accounting for income taxes (SFAS 109) effective September 1, 1993. SFAS 109 establishes financial accounting and reporting standards for the effects of income taxes that result from an enterprise's activities during the current and preced- ing years. It requires an asset and liability approach for financial accounting and reporting for income taxes. For U.S. GAAP purposes the Company has retroactively adopted this standard and concluded that the adoption of this standard does not have a material effect on its -36- results of operations in the current or preceding years. The effect of the adoption of this standard would be to increase both fixed assets and deferred income taxes by approximately $93 million at August 31, 1994 ($100 million - August 31,1993). 12. EXTRAORDINARY ITEM In 1992, the extraordinary item consisted of the settle- ment of a class action suit of $6.1 million (net of income taxes of $4.8 million), or $0.02 per share. Weighted average number of shares outstanding (in millions) 13. EARNINGS (LOSS) PER SHARE 277.2 266.0 Earnings (loss) per share $(291.6) $138.5 The earnings (loss) per share figures are calculated using the weighted average number of shares outstanding during the - before equity in earnings of ADT, special and non-recurring respective fiscal years. Assumed conversion of the convertible preference shares and exercise of employee stock options $ 122.1 $138.5 would not be dilutive. $ 0.37 $ 0.34 $ 0.42 I Information required to calculate the basic or primary earnings (loss) per share is as follows: 0.10 - special and non-recurring charges (net of tax) - Year Ended August 31 ($ millions except per share amounts) 1994 1993 1992 (0.88) Income before equity in earnings of ADT, 0.33 (1.05) 0.52 special and non-recurring charges and unusual items $101.8 $ 95.1 $111.8 - Net income (loss) Preference share dividends (0.5) (0.5) (0.6) Income before equity in earnings of ADT, special and non-recurring charges and unusual items available to common shareholders 101.3 94.6 111.2 Equity in earnings of ADT ( net of tax) 5.7 27.0 26.7 Special and non-recurring charges (net of tax) (Note 9) - (169.9) Unusual items (net of tax) (Note 10) (16.7) (243.8) Income (loss) available to common shareholders 90.3 (292.1) 137.9 Extraordinary item (net of tax) (Note 12) - - (6.1) Net income (loss) available to common shareholders $ 90.3 $(292.1) $131.8 Weighted average number of shares outstanding (in millions) 277.2 277.2 266.0 Earnings (loss) per share $(291.6) $138.5 Special and non-recurring charges (net of tax) (Note 9) - 169.9 - - before equity in earnings of ADT, special and non-recurring 243.8 - $107.5 $ 122.1 $138.5 charges and unusual items $ 0.37 $ 0.34 $ 0.42 - equity in earnings of ADT (net of tax) 0.02 0.10 0.10 - special and non-recurring charges (net of tax) - (0.61) - - unusual items (net of tax) (0.06) (0.88) - 0.33 (1.05) 0.52 - Extraordinary item - - (0.02) - Net income (loss) $ 0.33 $(1.05) $ 0.50 14. STATEMENT OF CHANGES IN FINANCIAL POSITION Year Ended August3l ($ millions) 1994 1993 1992 ••-1ncomebefv evpecialand non-recurring charges and unusual items comprises: Income (loss) before extraordinary item $ 90.8 $(291.6) $138.5 Special and non-recurring charges (net of tax) (Note 9) - 169.9 - Unusual items (net of tax) (Note 10) 16.7 243.8 - $107.5 $ 122.1 $138.5 Cash provided by (used in financing) working capital comprises: Trade and other accounts receivable $(43.8) $ (23.4) $ 15.6 Income taxes recoverable 23.1 (5.1) (9.2) Inventories (7.7) 1.7 (1.8) Other current assets - 5.9 5.2 Accounts payable, accrued liabilities and accrued self-insurance liabilities 44.5 35.3 3.6 $ 16.1 $ 14.4 $ 13.4 In accordance with Canadian GAAP, the Company defines cash and cash equivalents as cash, short-term deposits and mar- ketable securities which are readily convertible into cash. Under U.S. GAAP marketable securities with an initial maturity greater than three months are excluded from the definition of cash and cash equivalents. These differences would result in the following under U.S. GAAP: Year Ended August 31 ($ millions) 1994 1993 1992 Net cash provided by operating activities $314.9 $ 334.3 $379.4 Cash, short-term deposits and marketable securities - end of year 23.8 91.6 71.4 -37- t NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 15. ACQUISITIONS During the year ended August 31,1994, the Company purchased 7 solid waste services businesses and 32 pas- senger services businesses. During 1993, the Company purchased 8 solid waste services businesses, 7 hazardous waste services businesses and 26 passenger services " businesses. During 1992, the Company purchased 7 solid waste services businesses, 2 hazardous waste ser- vices businesses and 10 passenger services businesses. These acquisitions have been accounted for as pur- chases, and accordingly, these financial statements include the results of operations of the acquired busi- nesses from the dates of acquisition. The net assets acquired are summarized as follows: Year Ended August 31 ($ millions) 1994 1993 1992 Net tangible assets acquired at book value $36.9 $ 76.7 $22.3 Increase of net tangible assets to fair value at dates of acquisition - 39.1 - Excess of cost over fair value of net tangible assets acquired 52.7 59.8 15.1 Total consideration given $89.6 $175.6 $37.4 Total use of working capital on these acquisitions consisted of: Non-current assets acquired $90.3 $213.3 $41.6 Non-current liabilities assumed 14.6 62.0 0.6 16. COMMITMENTS AND CONTINGENCIES Lease commitments ($ millions) Rental expense incurred under operating leases was $48.0,$39.7 and $37.5 in 1994,1993 and 1992 respectively. Rentals payable under operating leases for premises and equipment are as follows: Year ending August 31, 1993 $29.5 1996 23.4 1997 19.2 1998 13.6 1999 10.6 thereafter 24.6 Ie,gal -Thebusiness of the Company's sorid waste and haz- ardous waste services segments is continuously regu- lated by federal, state, provincial and local provisions that have been enacted or adopted, regulating the dis- charge of materials into the environment or primarily for the purpose of protecting the environment. The nature of the Company's business results in it frequently becoming a party to judicial or administrative proceed- ings involving all levels of governmental authorities and other interested parties. The issues that are involved generally relate to applications for permits and licenses by the Company and their conformity with legal requirements and alleged technical violations of existing permits and licenses. In June 1992, the Ministry of the Environment of the Province of Quebec requested a subsidiary of the Company to advise the Ministry of its intentions con- cerning the carrying out of certain characterization studies of soil and water and restoration work with respect to certain areas of the subsidiary's property in -38- Ville Mercier. In 1968, the Quebec government issued two permits to an unrelated company to dump organic liquids into lagoons on this property. By 1971, ground- water contamination had been identified. In July 1992, the subsidiary responded by fust denying any responsi- bility for the decontamination and restoration of its site and secondly, by proposing that the Ministry and the subsidiary form a working group to find the most appropriate technical solution to the contamination problem. In November 1992, the Ministry served the subsidiary with two Notices alleging the subsidiary was responsible for the presence of contaminants on its . property and that of its neighbor and ordering the sub- sidiary to take all the necessary measures to excmmte, eliminate or treat all the contaminated soils and residues located within the areas defined in the Notices and to recover and treat all of the contaminated waters result- ing from the aforementioned measures or the Ministry would proceed to do the work and would claim from the subsidiary the direct and indirect costs relating to such work. The subsidiary responded by reiterating its posi- tion that it had no responsibility for the contamination and proposing to submit the question or responsibility to the Courts for determination. The subsidiary has filed legal proceedings to obtain a Court determination of the liability associated with the contamination of the former Mercier lagoons. The consolidated federal income tax returns of the Company's United States subsidiaries for the fiscal years ended August 31,1988,1987 and 1986 have been under audit by the Internal Revenue Service. In March 1994, the subsidiaries received a Statutory Notice of Deficiency proposing that the subsidiaries pay addi- tional taxes relating to disallowed deductions in those 75.7 151.3 41.0 Long-term debt financing 89.6 175.6 37.4 Net increase (decrease) in working capital $13.9 $ 24.3 $(3.6) 16. COMMITMENTS AND CONTINGENCIES Lease commitments ($ millions) Rental expense incurred under operating leases was $48.0,$39.7 and $37.5 in 1994,1993 and 1992 respectively. Rentals payable under operating leases for premises and equipment are as follows: Year ending August 31, 1993 $29.5 1996 23.4 1997 19.2 1998 13.6 1999 10.6 thereafter 24.6 Ie,gal -Thebusiness of the Company's sorid waste and haz- ardous waste services segments is continuously regu- lated by federal, state, provincial and local provisions that have been enacted or adopted, regulating the dis- charge of materials into the environment or primarily for the purpose of protecting the environment. The nature of the Company's business results in it frequently becoming a party to judicial or administrative proceed- ings involving all levels of governmental authorities and other interested parties. The issues that are involved generally relate to applications for permits and licenses by the Company and their conformity with legal requirements and alleged technical violations of existing permits and licenses. In June 1992, the Ministry of the Environment of the Province of Quebec requested a subsidiary of the Company to advise the Ministry of its intentions con- cerning the carrying out of certain characterization studies of soil and water and restoration work with respect to certain areas of the subsidiary's property in -38- Ville Mercier. In 1968, the Quebec government issued two permits to an unrelated company to dump organic liquids into lagoons on this property. By 1971, ground- water contamination had been identified. In July 1992, the subsidiary responded by fust denying any responsi- bility for the decontamination and restoration of its site and secondly, by proposing that the Ministry and the subsidiary form a working group to find the most appropriate technical solution to the contamination problem. In November 1992, the Ministry served the subsidiary with two Notices alleging the subsidiary was responsible for the presence of contaminants on its . property and that of its neighbor and ordering the sub- sidiary to take all the necessary measures to excmmte, eliminate or treat all the contaminated soils and residues located within the areas defined in the Notices and to recover and treat all of the contaminated waters result- ing from the aforementioned measures or the Ministry would proceed to do the work and would claim from the subsidiary the direct and indirect costs relating to such work. The subsidiary responded by reiterating its posi- tion that it had no responsibility for the contamination and proposing to submit the question or responsibility to the Courts for determination. The subsidiary has filed legal proceedings to obtain a Court determination of the liability associated with the contamination of the former Mercier lagoons. The consolidated federal income tax returns of the Company's United States subsidiaries for the fiscal years ended August 31,1988,1987 and 1986 have been under audit by the Internal Revenue Service. In March 1994, the subsidiaries received a Statutory Notice of Deficiency proposing that the subsidiaries pay addi- tional taxes relating to disallowed deductions in those 0 income tax returns. The principal issue involved relates to the timing and the deductibility for tax purposes of interest attributable to loans owing to related foreign persons. The subsidiaries have petitioned the United States Tax Court for a re -determination of claimed defi- ciencies of approximately $55 million (plus interest of approximately $49 million as of August 31,1994) and intend to vigorously contest the claimed deficiencies. Although the final outcome cannot be predicted with certainty, the Company believes that the ultimate dispo- sition will not have a materially adverse effect upon the Company's consolidated financial position or results of operations. In 1994, the South Carolina regulatory authorities issued the Part B operating permit for the Company's Pinewood, South Carolina landfill facility. The permit effectively limited the remaining operating life for the disposal of hazardous and non -hazardous waste at the 17. SEGMENTED INFORMATION Services facility to approximately five to seven years. The permit also required the establishment of an environmental impairment fund of $133 million (in 1994 dollars), to be funded by annual cash payments, beginning in 1994 and continuing to 2004. The Company made the first payment of $14.5 million without prejudice in August 1994. The Company has initiated court proceedings to appeal the fund requirements and capacity restrictions. In the meantime, the Company continues to operate the facility and has included the initial payment in long- term investments. The Company's carrying value of $100 million could be impaired based upon the outcome of these proceedings, in which however the Company believes it will be successful. While the final resolutionofthese proceedings may have an impact on the financial results for a particular period, the Company does not believe that these matters are material to its business or financial condition. Year Ended August 31 ($ millions) 1994 1993 1992 • Solid Waste Services Revenue $ 750.2 $ 756.0 $ 804.2 Income from operations 84.2 60.6* 83.3 Total identifiable assets 906.8 954.6 1,081.4 Capital expenditures, including acquisitions 80.6 100.0 75.9 Depreciation and amortization 106.7 105.8 108.3 Hazardous Waste Services Passenger Services Revenue $ 517.8 $ 511.6 $ 458.2 Income from operations 45.6 52.4** 66.6 Total identifiable assets 951.6' 994.5 932.6 Capital expenditures, including acquisitions 53.5 147.4 92.2 ..Dtp=U ionwidamortization 48.4 57.0 55.3 Passenger Services Revenue $ 860.3 $ 725.7 $ 663.2 Income from operations 94.4 90.7 87.8 Total identifiable assets 902.1 754.7 643.7 Capital expenditures, including acquisitions 234.4 165.6 90.9 Depreciation and amortization 87.0 71.6 67.9 * Before special and non-recurring charges of $191.0 in 1993 ** Before special and non-recurring charges of $34.5 in 1993 Geographic Year Ended August 31($ millions) 1994 1993 1992 United States and Europe Revenue $1,660.8 $1,456.6 $1,332.6 Income from operations 162.6 141.2* 148.1 Total identifiable assets 2,062.8 1,977.2 1,835.8 Canada Revenue $ 467.5 $ 536.7 $ 593.0 Income from operations 61.6 62.5** 89.6 Total identifiable assets 697.7 726.6 821.9 Before special and non-recurring charges of $179.3 in 1993 " Before special and non-recurring charges of $46.1 in 1993 u x !M�3l r F f NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Consolidated Year Ended August 31 ($ millions) 1994 1993 1992 Revenue $2,128.3 $1,993.3 $1,925.6 Income from operations before special and non-recurring charges 224.2 203.7 237.7 Special and non-recurring charges - (225.5) - Interest expense net of other income (101.1) (91.9) (108.5) Equity in earnings of associated companies 14.7 39.9 39.7 Unusual items (16.7) (243.8) - Income tax recovery (expense) (30.3) 26.0 (30.4) Income (loss) before extraordinary item $ 90.8 $ (291.6) $ 138.5 Total identifiable assets of segments $2,760.5 $2,703.8 $2,657.7 Corporate assets 872.7 871.3 1,073.7 Total assets $3,633.2 $3,575.1 $3,731.4 Capital expenditures, including acquisitions $ 377.7 $ 427.8 $ 266.4 Depreciation and amortization 243.9 237.0 235.5 18. QUARTERLY FINANCIAL INFORMATION (unaudited) ($ millions except per share amounts) 1st 2nd 3rd 4th . Total Revenue -1994 $546.2 $520.4 $579.1 $ 482.6 $2,128.3 -1993 512.9 469.0 543.8 467.6 1,993.3 Income from operations before - special and non-recurring charges -1994 64.3 43.3 76.3 40.3 224.2 -1993 72.0 47.9 •66.2 17.6 203.7 Income (loss) before equity in earnings of ADT, special and non-recurring charges and unusual items (Note 13) - 1994 32.3 17.0 38.9 13.6 101.8 -1993 42.1 21.3 34.6 (2.9) 95.1 Equity in earnings of ADT (net of tax) -1994 5.7 - - - 5.7 -1993 6.8 6.8 6.7 6.7 27.0 speciammd lmgm (net of tax) -1994 - - - - - 1993 - (74.9) (95.0) (169.9) Unusual items (net of tax) -1994 - - - (16.7) (16.7) -1993 - - - (243.8) (243.8) Net income (loss) ; -1994 38.0 17.0 38.9 (3.1) 90.8 -1993 48.9 28.1 (33.6) (335.0) (291.6) Earnings (loss) per share - Income (loss) before equity in earnings of ADT, special and non-recurring charges and unusual items (Note 13) -1994 $0.12 $0.06 $ 0.14 $ 0.05 $ 0.37 -1993 0.15 0.08 0.13 (0.02) 0.34 Earnings (loss) per share - Net income (loss) -1994 0.14 0.06 0.14 (0.01) 0.33 - 1993 0.18 0.10 (0.12) (1.21) (1.05) -40- SELECTED FINANCIAL INFORMATION Approximate Amounts Under U.S. GAAP The Company's Consolidated Financial Statements have been prepared in accordance with accounting principles generally 10.2% 12.3% 13.1% in Canada ("Canadian GAAP"). These consolidated financial statements conform, in all material respects, with accepted accounting principles generally accepted in the United States ("U.S. GAAP"), except for the accounting for income taxes Income (loss) from continuing operations (Note 11 of Notes to Consolidated Financial Statements), the definition of cash in the Consolidated Statements of Changes �., in Financial Position (Note 14 of Notes to Consolidated Financial Statements), and the reporting of certain extraordinary $ (329.3) items and a prior period adjustment in 1991. Income (loss) before extraordinary items Year Ended August 31 ($ millions except per share amounts) 1994 1993 1992 1991 1990 (291.6) Income Statement Data Under Canadian GAAP (344.4) Revenue $2,128.3 $1,993.3 $1,925.6 $1,882.4 $1,737.5 Net income (loss) Income from operations before special and non-recurring r� charges 224.2 203.7 237.7 246.8 291.2 (344.4) Income from continuing operations before special and G non-recurring charges and unusual items 107.5 122.1 138.5 129.9 265.5 (1.05) Income (loss) from continuing operations 90.8 (291.6) 138.5 (329.3) 265.5 (1.35) Income (loss) before extraordinary items 90.8 (291.6) 138.5 (344.4) 247.9 1 Net income (loss) 90.8 (291.6) 132.4 (344.4) 214.5 (1.05) Earnings per share from continuing operations before special (1.41) and non-recurring charges and unusual items (Note 13) 0.39 0.44 0.52 0.51 1.10 Earnings (loss) per share r Earnings (loss) per share from continuing operations 0.33 (1.05) 0.52 { 1.35) 1.10 0.50 f Earnings (loss) per share before extraordinary items 0.33 (1.05) 0.52 (1.41) 1.02 Balance Sheet Data (at end of year) Under Canadian GAAP Earnings (loss) per share 0.33 (1.05) 0.50 (1.41) 0.88 1992 1991 Dividends per Class A Share _ 0.118 0.126 0.137 0.268 0.231 �., Dividends per Class B Non -Voting Share 0.118 0.126 0.137 0.268 0.231 i Average number of Class A and Class B Shares (millions) 277.2 277.2 266.0 246.7 233.5 Approximate Amounts Under U.S. GAAP Other Data Operating margin 10.5% 10.2% 12.3% 13.1% 16.8% Pre-tax margin* 6.5 Income (loss) from continuing operations $ 90.8 $ (291.6) $ 138.5 $ (329.3) $ 232.1 Income (loss) before extraordinary items 90.8 (291.6) 138.5 (344.4) 214.5 Net income (loss) 90.8 (291.6) 132.4 (344.4) 199.5 Earnings (loss) per share from continuing operations 0.33 (1.05) 0.52 (1.35) 0.96 Earnings (loss) per share before extraordinary items 0.33 (1.05) 0.52 (1.41) 0.88 Earnings (loss) per share 0.33 (1.05) 0.50 (1.41) 0.82 Balance Sheet Data (at end of year) Under Canadian GAAP Year Ended August 31 1994 1993 1992 1991 1990 High Cdn $1.3845 Cdn $1.3208 Working capital $ 221.8 $ 246.4 $ 239.0 $ 266.6 $ 279.9 'F=!daSMts.-zM - 1,775.2 1,715.1 1,795.1 1,833.8 1,701.6 Total assets 3,633.2 3,575.1 3,731.4 3,656.0 3,950.3 Long-term debt 1,403.2 1,377.1 1,260.9 1,507.6 1,434.5 Shareholders' equity 1,585.9 1,553.3 1,960.0 1,682.1 2,053.9 r -41- I d 9 Other Data Operating margin 10.5% 10.2% 12.3% 13.1% 16.8% Pre-tax margin* 6.5 7.6 8.8 8.4 17.8 After-tax margin* 5.1 6.1 7.2 6.9 15.3 Return on average common shareholders' equity* 6.8 6.4 7.5 6.1 15.1 Return on assets employed in operations* 8.2 7.4 8.9. 9.7 13.9 Long-term debt/capital 43.3 43.5 36.9 44.7 39.2 Long-term debt/equity 88.5 88.7 64.3 89.6 69.8 Before special and non-recurring charges and unusual items The following table sets forth, for the periods and dates indicated, certain information concerning the Canadian dollar exchange rate for translating United States dollars based on the noon buying rate in New York City for cable transfers !� payable in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. l Year Ended August 31 1994 1993 1992 1991 1990 High Cdn $1.3845 Cdn $1.3208 Cdn $1.2048 Cdn $1.1678 Cdn $1.2068 "" Low 1.3226 1.2216 1.1228 1.1422 1.1316 Average 1.3552 1.2658 1.1705 1.1553 1.1710 End of year 1.3712 1.3208 1.1952 1.1422 1.1545 On October 12,1994, the noon buying rate in New York City for the U.S. dollar, as reported by the Federal Reserve Bank 6 of New York, was Cdn. $1.3477. r -41- I d 9 STOCK MARKET INFORMATION AND DIvIOENDS The Company's Class A Shares and Class B Non -Voting I The following table sets forth the reported high and Shares are listed on the Montreal Exchange, The Toronto low sales prices, in Canadian dollars, for the Class A Stock Exchange and the New York Stock Exchange. Shares and the Class B Non -Voting Shares on The Toronto Stock Exchange for the periods indicated. Class B Class A Shares Non -Voting Shares 1993 Fiscal Year High Low High Low First Quarter . $11.25 $ 9.00 $11.25 $ 8.63 Second Quarter 12.25 10.50 12.25 10.50 Third Quarter 11.50 9.75 11.38 9.63 Fourth Quarter 10.63 7.88 10.75 7.75 1994 Fiscal Year High Low High Low First Quarter $ 9.25 $ 7.13 $-9.38 $ 7.13 Second Quarter 10.50 7.88 10.50 7,88 Third Quarter 9.88 7.75 9.75 7.63 Fourth Quarter 11.38 8.75 1150 8,75 The following table sets forth the reported high and and the Class B Non -Voting Shares on the New York low sales prices, in US. dollars, for the Class A Shares Stock Exchange for the periods indicated. - Class B Class A Shares Non -Voting Shares 1993 Fiscal Year High Low High Low First Quarter $ 9.13 $ 7.25 $ 9.13 $ 6.88 Second Quarter 9.50 8.25 9.63 8.25 Third Quarter 9.13 7.63 9.13 7.63 Fourth Quarter 8.50 6.00 8.50 6.00 1994 Fiscal Year High Low High Low First Quarter $ 7.13 $ 5.38 $ 7.13 $ 5.38 Second Quarter 7.88 5.88 7.88 5.75 Third Quarter 6.88 5.63 7.00 5.50 Tomth Quarter 8.25 6.38 8.38 6.25 As of September 30, 1994, there were 1,604 and 6,452 Holders of record of Class A Shares and Class B holders of record of Class A Shares and Class B Non- Non -Voting Shares with U.S. addresses will receive Voting Shares, respectively. dividends in U.S. dollars based on the then current The Company has paid cash dividends every year exchange rate. Dividends paid to non-residents of since 1969. Cash dividends of $0.04 Canadian per Class Canada will be subject to Canadian non-resident with - A Share and Class B Non -Voting Share were paid on each holding tax at the rate of 25% unless reduced by an of November 15,1992, February 15,1993, May 15,1993, applicable tax treaty. The present treaty reduced rate for August 15, 1993, November 15,1993, February 13, 1994, U.S. residents is generally 15%. A holder who is not resi- May 15,1994 and August 15,1994. Cash dividends of dent in Canada will not be subject to Canadian capital 50.04 Canadian per Class A Share and Class B gains taxes on the disposition of Class A Shares or Class Non -Voting Share have been declared payable on B Non -Voting Shares unless it is taxable Canadian prop - November 15,1994. erty within the meaning of the Income Tax Act of Canada and the non-resident is not entitled to relief under an applicable tax treaty. -42- DIRECTORS Peter N.T. Widdrington 1.3.4 Chairman of the Board The Toronto Blue Jays Baseball Club James R. Bullock' President and Chief Executive Officer Laidlaw Inc. William R Coopert President and Chief Executive Officer Cooper Corporation Limited (Construction Company) William A. Farlinger2 President William A. Farlinger 6 - Associates (Consulting Company) Ronald K. Game? Executive Vice -President Canadian Pacific Limited (Management Company) Donald M. Green2,e Chairman and Chief Executive Officer Tridon Limited (Automotive and Industrial Parts Manufacturing) I Member ofthe Executive Committee 2 Member ofthe Audit Committee 3 Member ofthe Human Resource and Compensation Committee 4 Member oftheNominating and Corporate Governance Committee r 7 DIRECTORS AND OFFICERS James F. Hankinsonta,* President and Chief 0perating Officer Canadian Pacific Limited (Management Company) Ardagh S. Kingsmill Partner McCarthy Titrault (Legal Firm) Gordon Ritchies Chief Executive Officer Strategico Inc. (Consulting Company) William W. Stinson Chairman and Chief Executive Officer Canadian Pacific Limited (Management Company) Stella M. Thompson President Stellar Energy Ltd. (Consulting Company) OFFICERS Peter N.T. Widdrington Chairman of the Board James R. Bullock President and Chief Executive officer Ivan R. Cairns Senior Vice -President and General Counsel Leslie W. Haworth Senior Vice -President and Chief Financial Officer Kenneth W. Winger Senior Vice -President, Corporate Development —43— Glenna A. Carr Vice -President, Corporate Affairs Jeffrey Cassell Vice -President, Risk Management William R. Cottick Associate General Counsel and Secretary Donald L- Schwieg Vice -President, Technology Thomas A.G. Watson Vice -President, Communications CORPORATE INFORMATION MAJOR SUBSIDIARIES EXECUTIVE OFFICES TRANSFER AGENTS FORM 10-K LAIDLAW ENVIRONMENTAL 3221 North Service Road AND REGISTRARS A copyof the Company's SERVICES P.O. Box 5028 The R -M Trust Company Annual Report on Form 10-K William E. Stilwell Burlington, Ontario P.O. Box 7010 for 1994 maybe obtained President and UR 3Y8 Adelaide Street Postal Station without charge bywriting Chief OperatingOfjicer (905) 336 1800 Toronto, Ontario to Laidlaw, Inc. LAIDLAW TRANSIT M5C 2W9 John R. Grainger Mellon Securities Trust VERSION FRANCAISE President and Company Chief 0perating officer 120 Broadway On peut se procurer la version LAIDLAW WASTE SYSTEMS New York, New York frangaise de ce rapport en faisant la domande auprbs du Kenneth L. LYo_ ns 10271 service des communications, President and Laidlaw Inc. Chief Operating Off cer —44— CITY OF LUBBOCK REQUEST FOR PROPOSAL #13307 ,., COLLECTION, TRANSPORTATION AND DISPOSAL OF HOUSEHOLD HAZARDOUS WASTE Please see attached the aaaenawn Lo L1= L;U,'>L rl�r���• The undersigned hereby offers to furnish and deliver the articles or services as specified above at the prices and terms there stated and in strict accordance with the specifications and general conditions of bidding, all of which are made a part of this offer. This offer is not subject to withdrawal. N/A Net 30 Days N/A Delivery: Terms: %: Days: Name of Business (Stamp may be used): Laidlaw Environmental Sexvicee ( TES) .... ln+c- Address: 500 Battleground Road City: LaPorte State: TX Zip 77571 DBE Firm: QTY DESCRIPTION UNIT COST EXTENDED COST ITEM Hispanic American I Asian Pacific 1. Mot Collection, Transportation and Disposal of Household Hazardous Waste as requested herein $26,000-00 $26,000.00 Please see attached the aaaenawn Lo L1= L;U,'>L rl�r���• The undersigned hereby offers to furnish and deliver the articles or services as specified above at the prices and terms there stated and in strict accordance with the specifications and general conditions of bidding, all of which are made a part of this offer. This offer is not subject to withdrawal. N/A Net 30 Days N/A Delivery: Terms: %: Days: Name of Business (Stamp may be used): Laidlaw Environmental Sexvicee ( TES) .... ln+c- Address: 500 Battleground Road City: LaPorte State: TX Zip 77571 DBE Firm: By 402�e';_ %t1� Authorized Representative - must sign by nand DATE: June 28, 1995 Business Telephone Number ( 800) 446-5777 THIS BID IS VALID FOR 90 DAYS. C" 5 Woman Black American Native American Hispanic American I Asian Pacific Other (Specify) American By 402�e';_ %t1� Authorized Representative - must sign by nand DATE: June 28, 1995 Business Telephone Number ( 800) 446-5777 THIS BID IS VALID FOR 90 DAYS. C" 5 GENERAL CONDITIONS READ CAREFULLY: INSTRUCTIONS: These instructions a ply to all bids and become a part of the terns and conditions of any bid submitted unless bidder takes exception in writing when submitting bi The City shall mean the City of Lubbock Firms: Bids must be submitted on the form provided only and must be signed Ideraify the item bid, including brand name and model number, if applicable, in the C.O.L. stock number column. Eater unit and total prices in the columns provided Bid Returns: Each bid must be sealed in an envelope clearly marked with "RFP Enclosed !#13307, Collection, Transportation and Disposal of Household HarsrdGus Waste" and addressed to City of Lubbock, Purchasing Office, P.O. Box 2000, Lubbock, TX, 79437. Late Bids: Bids must be in the Purchasing Office prior to the closing date and time. NO LATE BIDS WILL BE ACCEPTED for any reason. Facsimile Bids: THE CITY WILL. NOT ACCEPT FAX BIDS. Acceptance: The right is reserved to accept or reject any or all of the bids, waive minor technicalities and to accept the offer most advantageous to the City of Lubbock. The City of Lubbock reserves the right to accept or reject all or part of in offer and to accept the offer the city considers the most advantageous to the city. Alternates are acceptable if in the city's opinion the necessary requirements are mei Error-Ouartity Bids must be submitted on units of quantity speed - extend and show total. In the event of discrepancies in extension, the unit price shall govern. Any suggestions as to quardity to secure a better price are welcome. antities: The quantities appearing in this request for bid are approximate only and the City reserves the right to increase, decrease or deleteemor all items. If the quantities of materials to be famished are increased, such incse reashall be paid for according to the unit prices established for the item The successful bidder shall have no claims against the City for anticipated profits for the quantities call for, diminished or deleted F.O.B. - Damage: Bids will not be considered unless bid F.O.B. delivered and include all delivery and packaging costs. The City assumes ao.liability for goods delivered in damaged or unacceptable condition. The successful bidder must handle all claims with carriers; and in case of damaged goods; shall ship replacement goods immediately upon notification by the City. Product Guarantee: Bidder guarantees equipment or product offered will meet or exceed specifications identified in this bid imitation. The bidder shall, upon request, replace any equipment or product proved to be defective and make any and all adjustments necessary without any expense to the City. If at any time, the equipment or product cannot satisfactorily meet the requirements of the specifications, the bidder shall upon written request from the City, promptly remove such equipment or product without any further expense to the City. Firm Prices: Bid prices must be firm for a minimum of ninety (90) days. Bids subject to price increases will not be considered. In case of discrepancy between the unit price and the extension. The unit price shall govern. Authorized Sienature: By signing and executing this bid, the bidder certifies and represents to the City the bidder has not offered, conferred or agreed to confer any pecuniary benefit or other thing of value for the receipt of special treatment, advantage, information, recipient's decision, opinion, amoam>adahak- voteGrsmy athersuercise of discretion concerning this bid Bids must show vendor name and address of bidder and be manually —signed Failureto do mwffl dr9gnaM�tid. Penson signing bid must show title or AUTHORITY TO BIND HIS FIRM INA CONTRACT. Withdrawal - Alteration of Bids: Bids CANNOT be altered or amended after bid closing. Ahenation made before bid closing must be initiated by bidder guaranteeing authenticity. No bid may be withdrawn after bid closing without acceptable reason in writing and with the approval of the Purchasing Agent. Invoices: Seller shall submit separate invoices, in duplicate, on each purchase order or purchase release after each delivery. Invoices shall indicate the purchase order or purchase release number and the supply agreemerrt number if applicable. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading, and the freight waybill when applicable, shall be attached to the invoice. Mail to Purchasing Department, City of Lubbock, P.O. Box 2000, Lubbock, Texas 79437. Payment shall not be due until the above instruments are submitted after delivery. Cash Discounts: Normal payment terns are approximately 30 calendar days given that the goods and/or services received are in satisfactory condition Any discounts available to the City or early payment should be noted Discounts may be considered in determining low bid Taxes, The City is exempt from Federal Excise, State Sales and Transportation taxes. TAX MUST NOT BE INCLUDED IN BID. Tax exemption certificates will be executed by the Purchasing Agent upon request. Specifications: Any catalog, brand name or manufacturer's reference in the specifications is descriptive and NOT restrictive, and are used to indicate type and quality level desired .Bids on brands of like nature and quality maybe considered unless specifically excluded If bidding om other than reference or spe�catioru, bid must show manufacturer, brand, trade name, catalog and/or lot number, etc., on article offered and ccriify article offered is equivalerrt to specifications. Lf other than specified braid of itecnu are offered, specifications, illustrations and eorreplete descriptive literariir+e must be submitted with bid unless previouslyfiled with the Purchasing Agent Minor deviations from written spermcations shall -not necessarily -- disqualify avendors bid The City of Lubbock specification committee will be the sole determiner of what constitutes a minor deviation Approved Brands: The City may dam it neoessar� to specify Approved Brands after conclusive testing, prior usage or standardization. The City will test any sample(s), supplied free of charge, to qualify for the Approved Brand list. Each sample must be marked with bidder's name and address. At bidder's request and expense, the sample(s) not destroyed or used in examinations and ming will be returned Samples: When specifications call for samples to be submitted, samples shall be delivered by the bidder, at bidder's expense, five days prior to the opening of bids. Each sample shall be clearly tagged to show bidder's name and address and item number. Warramtv/Maiitenance Agreement: Any information regarding warranties and/or maintenance agreements pertaining to said bid item(s) are to be included in the bid r- Pielivery Ptoniiseipenattics: Bids must show the number of calendar days required to place the materials in tau Cites receiving pours under normal conditions DO NOT quote shipping dates Failure to specify delivery time will obligate bidder to COMPLETE delivery in two weeks A minimum of five days better delivery will automatically break a tic bid. lJraralistically short or undue long delivery promises may cause bid to be disregarded. Consistent failure deof li bidder to tnoet iris delivery promises without a valid season may cause removal from the bid list. a pri When delivery delay can be foreseen, the bidder shall give or notice to the Purchasing Agent, who shalt have the rigid to extend the delivery date if reasons for delay appear acceptable. The bidder must keep the Purchasing Officer informed at all times of the status of the order. Default on promised without acceptable reasons, or failure to meet apccifications authorizes the Purchasing macer to purchase goods elsewhere and charge any delivery, flu Purchasing f>ff ce to locate the goods at the same or better increase n cost and handling to the defaulting bidder. Every effort will be made by i price as than originally cwrstracted jacka ' Seller will package good in a�rda� � pod — Id l�tice. Foch stripping corrtainer shall be clearly and peramnurtly marked as follow (a) Seller's Hance and address. (b) Corssipw,s nano, address and purchase order or purchase release number and the supply r agreement number if applicable, (c) Container number and total number wiof provided. e'80� � I of be suitablyudpa ked to secure lowestd) the number of the �� on { bearing the packing slip. Seller shall bear cost of packa;ing unless otherwise txo costs and to conform with requirements of common camera and any applicable specifications. Buyer's count or weight shall be final and coon shipments not accompanied by packing hsts !� Delivery Time: Deliveries will be accepted only during receiving hours: 9:00 A.M. - 3:30 P.M., Monday tlirough Friday, except on City holidays, at the designated location. t. 9 u ids: Incase of tie bids, pmfercnoe will be given to local vendors. Consistent and continued tic bidding on any, commodity could be cause for r rejection of bids by the Purchasing Officer and/or' investigation by the Attorney General to determine possible Anti-Trust violatiorss bion-Residers Bids: Before the City may award a bid to a nonresident bidder, the nonresident bidders bid must be lower than lowest bid submitted by a responsible Texas bidder by the Same margin or amount that a Texas bidder would be required to underbid the nonresident bidder in the nonresident bidders' home state. Wo Warranty By Buya Aoainst Infrin¢ements: As of this contract for We, Seller agrees to ascertain whether ethers infractured ingement of a Buyeraccordance with the specifications attached to this agreemers wi►1$tve t the ri cationhtful ill � give a � to ch byway and in oro event shall Buyer be liable p makes not warranty that the production of goods according ent or the like. If Seller is of the opinion that an infringement to Seller for mdemnificstnon n the event that Seller is suedon the pounds of infiutgem ent If B does uacistas'e or the like will result„ he will notify the Buyer to thioin r the writing ithinr two will weeks after 'be !signingsif Sellis in � faith ass ins the production notice and is subsequently held liable for the infringement�� of the eB cursmles:hall null vend of the goods in accordance with the specifications will result in infring did Evaluation: All bids arc evaluated for compliance with specifications before the bid price is considered. Response to specifications is primary in deterrriinuig the best low bid. Failure to comply to the listed General Conditions may result m disqualification of bid. ateria) Safety Data Sheete: Provide Material Safety Data Sheets (MSDS) for all chemicals to comply with Provisions of the Texas Hazard Co-mmunication Act, Title 89, Article 518b, Texas Civil Statutes. (this Act is corollary to OSHA Standard 29 CRF 1910.1200, which is generally ` known as the liigts to Know Law.) Acknowledgment of Amendments: Any changes, additions, or clarifications to bid requests am done by 'bnsigning thhuiden�. and returning addenda e are sent to all bidders on our vendor register, and must be acknowledged upon reoeipL is completed Request for Bid form when the sealed bid is submitted award a contract for any item or group of items ahovai on the bid 4aiti'a] Awards: 17n1ess the Via doasriserrt spa:if es otherwise, Purchasing mss y rultiest. _ consideration will be Local Sources: Consideration maybe ver to local bidders for saviors orad larch stocks when cost factors f any or all bids is equal, commensurate with the economic benefits provided to the City when making the City may select equipment, materials, supplies or aavioes produced in the Lubbockarea a offered lily Lubbock bidders. No other local Pref aence other than that based on economic justification is allowable by State of Texas statues (reference Attorney Geneni of Texas opinion H-1086} E'a will be afforded equal opportunities to submit bids Minority and Women Business will slot b Minorite and W on 13ua� Enterprises �a rex ce national origin in consideration for an award in response to flus invitation and wall not be discriminated against Persons With Disabilities Needm Assistance: The City of Lubbock does not discriminate against persons with disabilities. City of Lubbock pre-bid meetings and bid openings are available to all persons regardless of disability. If you would like bid information incite available in a more accessible 7 format or if you require assistance, please contact the Purchasing Department at (806) 767-2167 (Monday-Friday, 8:00 - 5:00 Pm.) or 1625 13th Street Room L-04 at least 48 hours in advance of the meeting. 51iymerrt Under Reservation probubited: Seller is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods. Title do Risk Of Loss: The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives rid takes possession of the goods ori the point or points of delivery. No Reolacement Of Defective Tender. Every tender of delivery of goods must fully comply with a!1 provisions of this contract as to time of ditt elivery, Y quality and the like. If a tends is made which does not fully conform, this shallthe constitute ler ma teasoonably notify Bu have theer ofd on to cure and conforming tender, provided, where the time for performance has not yet expired Y Y 6Oti�' may then make a conforming tender within the contract time but not afterward Gratuities: The Buyer may,by written notice to the Seller, cancel this contract without liability to Sella if it is determined by Buyer that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee ecuring a contract or securing favorable treatment with respect to the awarding or amending, or the of the City of Lubbock with a view toward smsin� of such a contract In the event flus contract is canceled by Buyer pursuant to thio making of any determinations with respect to the perfo provire sion. Buyer shall be entitled, in addition to any other rights and medies, to recover or withhold the amount of the cost incurred by Seller in r providuig such gratuities. Svecial Tools do Test EooilMMA: If the price stated on the face hereof includes the cost ofany special tooling or special test equipment fabricated or required by Seller for the purpose of Sling this order, such special tooling or equipmesrt and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such Warranty -Price: a. The price to be paid by the Dyer shall be that contained in Seller's bid which Seller warrants to be no higher than Seller's current prices on orders by other for products of the kind and specification covered by this agreement for similar quantities under similar or like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller's current prices on orders by other, or in the alternative. Buyer may cancel this contract without liability to Seller for breach or Sella's actual expense. b. The Seller wamints that no pries or aching agency has been employed or retained to solicitor secure this contract upon an agreement or understanding for commission, percentage brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or se ffing agencies maintained by the Seller for the purpose of securing business. For breach or violation of this warranty the Buyer shall have the rightp#rt is mi ' addition to any other nght or rights to camel this contract without liability and to deduct from the contract price, or otherwise recover e full amount of such commission, percentage, brokerage, or cordingent fee. th Safety Warranty. Seller warrants that the product sold to the Buyer shall conform to the standards promulgated by the U. S. Department of Labor under the Occulmational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards. Buyer may return the product for correction or replacement at the Seller's expense. In the event Seller fails to make made by Buyer will be at the Seller's expense the appropriate correction within a reasonable time, correction Right Of Inspection: Buyer shall have the right to inspect the goods at delivery before accepting there. Cancellation: Buyer shall have the right to cancel for default all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts or bankruptcy. Such right to cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity. Termination: The performance of work under this order may be terminated in whole, or in part by the Buyer in accordance with this provision Termination of work hereunder shall be effected by the delivery of the Seller of a "Notice of Termination" ying the extern to which performance of work under the order is laminated and the date uppoonn which such tenniaation becomes effective. Such right of termination is in addition to and not in lieu of the rights to Buyer set forth in Chin.. 13, herein Force Maieure: Neither party shall be held responsible for losses, resulting if the fulfillment of any terms of provisions of this contract is delayed or prtel by any cause not within the control of the party whose performance is interfered with, and which by the exercise of reasonable diligen party is unable prevencc said Assignment- Delegation: No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of�� Buype. g� attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all conf—iftytlui;purposes unless made in Waiver. No claim or right arising out of a breach of this oontract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 1_nterarctation-Parole Evidence: This writing, plus any specifications for bids and performance provided by Buyer in its advertisement for bids and any other document provided by Seller as part of his bid, is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. licable w: — Ido a$a &W W Sovernterm ed by the Uniform Commercial Code. Wherever the te"Uniform Commercial Cage" is used, it shad! be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement Richt To Assurance: Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party give written assurance of this intern to perform. In the event that a demand is made and no assurance is given within five (S) days, the demanding ply may treat this failure as an anticipatory repudiation of the contract Indemnification: Seller shall indenmify, defend, keep and save harmless the Buyer, its agents, officials and employees, all injuries, ager. claims, pmt claims, suits, liabilities, judgments, costs and expenses, which may in anywise accrue against thea Buyer in crss�rm ofthe granting of this Contract or which may anywise result therefrom, whether or not it shall be alleged or determined that the act was caused through negligence or omission of the Seller or its employees, or of the subconhactor or assignee or its employees, if any, and the Seller shall, at his own expense, appear. defend and pay all charges of attoreya and aB costs and other expenses arising theretiorn or incurred in connection any Judgment shall be rendered agaminst the Buyer in an such action, the Belles anal at its own a therewith, �' if understands and agrees that army bond mrd this y 1. ��+ ��' discharge the name. Seller expressly keep and save 6arniless sad defend fhe&ryer herein Provrdedor otherwise provided by Seller, shall in no way limit the mpornsibility to indemnify, Time: Itis hereby expressly agreed and understood that time is of the essence for the performance of this contract, and failure by contract to meet the time specifications of this agreement will cause Seller to be in default of this agreement. IF UNABLE TO QUOTE, PLEASE EXPLAIN• Do not sell this commodity. Bid directs by Manufacturer. Cannot meet specifications Job too large. Job too small. Cannot provide required bonding. Cannot provide required insurance. Bidding through dealer. Do not wish to do business with the City of Lubbock. (Letterhead attached with explanation.) If unable to respond to this bid and you wish to continue to receive invitations to bid Dlease return thi, form. ADDENDUM TO COST PROPOSAL Request for Porposal #13307 Collection, Transportation, and Disposal of Hazardous Household Waste Set Up Fee: Waste Name Paint, Resins, Coatings Lab Packs - Hazardous and Non -Hazardous Lab Packs for Treatment Consolidated Solvents Aerosols Landfill Batteries Empty Drums Propane Cylinders ntainer Cubic Yard Box 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 55 gallon drum 5 gallon pail All Sizes $8415.00 Disposal Method Price Recycle $ 550.00 Ininceration $ 301.00 Treatment $ 295.00 Fuels S 75.00 Incineration $ 197.00 Landfill $ 55.00 Landfill/ $ 25.00 Recycle Landfill $ 22.00 Ininceration $ 15.00 All prices include packing material, drums, transportation and disposal.