HomeMy WebLinkAboutResolutions - 1988.08.18 - 17377August 18, 1988
Miscellaneous Resolution # 88212
BY: PLANNING & BUILDING COMMITTEE-Anne M. Hobart, Chairperson
RE: SOLID WASTE-CONTRACT FOR SOLID WASTE PROGRAM IMPLEMENTATION: BISHOP, COOK,
PURCELL & REYNOLDS
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS, since the early 1970s, Oakland County has been in some stage of
discussion or planning for the disposal of solid waste; and
WHEREAS, during these planning years, expenditures for studies, surveys,
consultants, and preliminary legal and engineering planning have been made, and
thousands of hours of work both from County personnel, citizen volunteers and
municipal leaders have gone into this planning process; and
WHEREAS, the dialogue and discussion phase of solid waste disposal planning
is now complete, and further delay of implementation of a program is not only
unproductive, but is inflating the costs of our solid waste program; and
WHEREAS, it is now in order to refocus and centralize our years of effort
and solid waste planning, and to integrate the recommendations of our consultants,
advisory boards and staff, as well as create a financing program and implemen-
tation schedule.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners,
- does hereby authorize its Chairperson to execute a contract with the firm of
Bishop, Cook, Purcell & Reynolds to act as consultants, project managers and
coordinators for the implementation of a County-wide solid waste program.
Mr. Chairperson, on behalf of the Planning & Building Committee, I move
the adoption of the foregoing resolution.
Anne M. Hobart, Chairperson
Planning & Building Committee
Minimum
Estimate
$ 20,000
10,000
5,000
10,000
2,000
60,000
3,000
5,000
20,000
Maximum
Estimate
$ 60,000
20,000
10,000
20,000
4,000
100,000
6,000
15,000
60,000
Cumulative
Minimum
Estimate
$ 20,000
30,000
35,000
45,000
47,600
107,000
110,000
115,000
135,000
Cumulative
Maximum
Estimate
$ 60,000
80,000
90,000
110,000
114,000
214,000
220,000
220,000
295,000
20,000
10,000
5,000
100,000
20,000
20,000
20,000
70,000
$400,000
60,000
30,000
10,000
200,000
100,000
60,000
60,000
70,000
$885,000
135,000
165,000
170,000
270,000
290,000
310,000
330,000
355,000
335,000
395,000
595,000
695,000
735,000
815,000
$400,000 :885,000
Schedule A
COST SUMMARY
BISHOP, COOK, PURCELL, & REYNOLDS
PROJECT MANAGER PROPOSAL
Task
1) Establish a time table for amending and implementing the Act 641 Solid Waste Management Plan
2) Establish policy issues with options.
3) Establish RFQ/RFP system incorporating economic, legal, and technical policy decisions.
4) Issue RFP/RFQ with draft construction and service agreements.
5) Preresponse vendor meetings.
6) Qualify vendors and negotiate contracts.
7) Develop selection criteria for determining the lowest responsible bid.
8) Evaluate bids and make recommendations.
9) Establish and maintain a reporting system among the County Board, Waste Board, Committee, and,
County Executive.
10)Establish and maintain an efficient utilization of all consultants.
11)Attend public meetings.
12)Describe vendors contracts in official statements.
13)Coordinate environmental permits.
14)Landfill agreements.
15)Energy contracts.
16)Coordinate other local agreements.
17)Miscellaneous.
TOTAL
Prepared by
Budget Division
August 10, 1988
Bassed upon information provided by Bishop, Cook, Purcell, & Reynolds in the letter dated July 24, 1988.
This estimate does not include any costs incurred by Bishop, Cook that are reimburseable by the county.
August 18, 1988
FISCAL NOTE
BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON
RE: SOLID WASTE-CONTRACT FOR SOLID WASTE PROGRAM IMPLEMENTATION: BISHOP, COOK
PURCELL & REYNOLDS - MISCELLANEOUS RESOLUTION # 8821a
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
Pursuant to Rule XI-G of this Board, the Finance Committee has reviewed
the contract with Bishop, Cook, Purcell & Reynolds and finds:
1) Funds are available in the Solid Waste Professional Services
Line Item in an amount not to exceed $885,000, which is the
estimated maximum value of the contract as presented on Schedule "A"
provided by Management & Budget.
2) $300,000 of which are committed for this contract. The balance
of which will be released upon determination of need and approval
of the Planning and Building Committee.
3) Further, it is recommended by the Finance Committee that the
firm of Bishop, Cook, Purcell & Reynolds review the existing
and planned commitments for these Solid Waste Professional
Services Funds with the intent of reducing the needs for these
funds.
FINANCE COMMITTEE
CURRENT FUNDING PLAN:
------
1988 BUDGET*
1989 BUDGET
DESIGNATED FUND BALANCE
$2,075,588
428,955
288,132
REMAINING
BALANCE
$ 85,725
27,056
10,763
4,682
14,953
14,801
2,846
12,063
1,300
S 174,189 $2612488
Schedule B
Page 1 of 2
OAKLAND COUNTY, MICHIGAN'
DEPARTMENT OF PUBLIC WORKS SOUP WASTE UNIT
PROFESSIONAL SERVICES LINE ITEM BUDGET
TOTAL FUNDING AVAILABLE $2,792,675 $2,792,675
CURRENT EXPEND:TURF PLAN:
----------- ------ ---------
I. EXPENDITURES TO DATE:
A. CAMP, DRESER, MCKEE
-ACT 641. PLAN UPDATE
-VENDOR PROCUREMENT
-C.R.R, FACILITY DEVELOPMENT
. -ASSISTANCE TO COUNTY STAFF
B, DICKINSON, WRIGHT*
-PLAN OF FINANCING
-PLAN 'IMPLEMENTATION
-ACT 641 UPDATE
C. VILLAGE OF HOLLY
D, F.E.R,C. APPLICATION FOR
----- ----------------
EXPENDITURES AS OF 7/31188
II, CURRENT CONTRACT OBLIGATIONS:
A. ROGERS, GOLDEN & HALPERN
-SANITARY LANDFILL SITING
B. CAMP, DRESER, MCKEE
-VENDOR PROCUREMENT
-ACT 641 PLAN UPDATE
-ASSISTANCE TO COUNTY STAFF
-C.R.R. FACILITY DEVELOPMENT
C. .DICKINSON, WRIGHT
-ACT 641 PLAN UPDATE
-PLAN IMPLEMENTATION
-PLAN OF FINANCING
D. VILLAGE OF HOLLY
$ 450,306
182,224
135,815
16,117
3,379
17,154
10,199
10,047
2,937
CONTRACT OBLIGATIONS AS OF 7/31/88 $ 828,178 $1,790,308
III. PROFESSIONAL SERVICES BUDGET PLAN:*
A. CONSULTING ENGINEER 1,013,054
B. BOND COUNSEL 225,000
C, FINANCIAL ADVISOR 175,000
D. SANITARY LANDFILL ENGINEER. 142,094
E. NEGOTIATION COUNSEL - SYSTEM VENDOR 130,000
F. SOURCE SEPARATION PROGRAMS 55:160
G. PLAN IMPLEMENTATION LEGAL COUNSEL 35,000
H. ACT 641 LEGAL COUNSEL 10,000
I, INSURANCE CONSULTANT 5,000
BUDGET EXPENSES TO BE CONTRACTED
TOTAL EXPENSES
$1,790,308 $
$2,792,675 $ 0
NOTES: ,
1) MISCELLANEOUS RESOLUTION 88010 AMENDED THE 1988 BUDGET TRANSFERING
. $3312 FROM THE PORFESSIONAL SERVICES LINE ITEM TO SALARIES FOR
• - • FOR CLERICAL SUPPORT,
2) MISCELLANEOUS RESOLUTIONS 87316, 87317, AND 87818 AUTHORIZED FUNYN
NOT TO EXCEED $20,000, $25,000, AND $24,750 RESPECTIVELY FOR LEGLL
SERVICES FROM DICKINSON, WRIGHT,
3) MISCELLANEOUS RESOLUTION 27261 AUTHORIZED $15,000 TO THE VILLAGE OF
HOLLY FOR A RECYCLING PILOT PROJECT,
4) ADDITIONAL DETAIL FOR THE PROFESSIONAL SERVICES BUDGET PLAN IS
PROVIDED, IN THE ATTACHMENT,
PREPARED BY:
BUDGET
AUGUST 9, 1988
Schedule B
Page 2 of 2
Oakland County, Michigan
Solid Waste Unit Professional Services
Budget Plan as of 7/31/88
The following is a summary of the scope of work to be contracted that is
currently funded in the Solid Waste Unit Professional Services line item.
A) Consulting Engineer $1,013,054
This includes facility construction implementation activities
including environmental analysis, assistance securing steam and
electricity sales contracts, engineering work for the request for
qualifications and request for proposals, assistance to bond counsel,
and other special consultants assistance in vendor negotiations,
assistance in securing environmental permits.
B) Bond CounSel $ 225,000
Preparation of financing package for resource recovery facility.
C) Financial Advisor $ 175,000
Consultants assisting with the preparation and negotiating of energy
contracts, a contract with the system vendor, and with the project
financing.
D) Sanitary 'Landfill Engineer $ 142,094
Preparation of plans for design of a sanitary landfill
and application to the Michigan Department of Natural Resources for
construction permit.
E) Negotiation Counsel $ 130,000
Lead Counsel for negotiation of a contract with the system vendor and
assisting with the project financing.
F) Source Separation Programs $ 55,160
Funding for fostering and instituting pilot recycling programs.
C) Plan Implementation Togal Counsel $ 35,000
Legal firm to support the Municipal Solid Waste Board, the County, the
consulting engineer, and other consultants during the construction
implementation activities.
H) Act 641 Legal Counsel $ 10,000
Assisting in updating the Act 641 Solid Waste Plan Update.
1) Insurance Counsel 5,000
A consultant on the use of insurance to minimize project risks.
19th Iday of August 1988
LYNN/t. ALLEN, County Clerk/Register of D
August 18, 1988
RESOLUTION 88212
Moved by Hobart supported by Moffitt the resolution (with a positive
Fiscal Note attached) be adopted.
Discussion followed.
Moved by Price supported by Ruel McPherson to prohit the use' of the law
firm of Bishop, Cook, Purcell & Reynolds to represent the County in the litigation
filed by the City of Pontiac against the County.
A sufficient majority not having voted therefor, the motion failed.
Vote on resolution:
AYES: Wilcox, Bishop, Caddell, Calandro, Crake, Doyon, Gosling, Hobart,
Jensen, R. Kuhn, S. Kuhn, Lanni, McConnell, McDonald, R. McPherson, Moffitt, Oaks,
Page, Pernick, Price, Rewold, Skarritt. (22)
NAYS: Aaron. (1)
A sufficient majority having voted therefor, the resolution was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Alien, Clerk of the County of Oakland and having a seal,
do hereby certify that I have compared the annexed copy of the attached
Miscellaneous Resolution, mhich wa,s 4 dopted by the Oakland County Board of Commissioners
at their meeting held on August 18, 1988
with the original record thereof now remaininD in my office, and
that it is a true and correct transcript therefrom, and of the
whole thereof.
In Testirony Whereof, I have hereunto set my hand and affixed the
seal of said County at Pontiac, Michigan
this
(202) -5712
Try.t.. aaO44 WTI-A.' Ur
IttaCCO.SCn: liTOZ.1,91-2:4350
BiSHoP, CooK, PuRCELL E. REYNOLDS
.1400 L rrfrtrr. td,W,
trinzect*G11)14. ocV7,005.3502
472,04371.15700
auay 24, 1988
Ray newold
Chairman
Oakland County Board of Commissioners
1200 Borth Telegraph Road
Pontiac, Nithigan 4.8053
Dear Roy:
The enclosed Draft Consulting Contract is modeled after a •
typical consulting agreement used with other communities. It
does not have a time period or maximum cost figure. We will be
pleasod to accomodate the County on these items. Our estimate
legal fee varlgeo from $400,000 to $880,000 (plus out-of-pocket
eyponses) explained below.. Az noted in our earlier meeting, all
costs are controlled totally by the County, and the Contract can
be terminated atany time without cause.
In regard to total costs, an estimate of work required on
your solid waste project is difficult to provide even though it
is very important to community planning. The difficulty stomq
from the fact that a consultant's role develops With the project
and its needs. The time spent developing policy and
implementing it can involve an indeterminate amount of meetings
depending on the needs and instructions of policy makers.. The
types and number of procurements and negotiations is unknown.
B.aw Many vendors will participate in negotiations and haw
cooperative they will be are unknown. Does the County wish us
to negotiate energy contracts, assist in permitting, assist with
interlacel and other similar agreements? What is our most
efficient role Concerning .landfill, recycling and other issues? •
• Recognizing. the difficulty of providing estimates, our
experience -would indicate the following ranges. Obviously, any
actual. time would be controlled by the County by designating
each task and supervising the work product.
Xt6), Rewold
' Zuly 24, 1988
Page 2
1. Establish time table for amending and implementing the
Solid Waste Managesient Plan.
100 to 300 hours
2. . Establish policy issues with options.
50 to 100 hours
Establish RFQ/RFP system incorporating economic, legal
and technical policy decisions.
25 to 50 hours
4. Issue RFQ/RIP with draft construc--tion and servie
agreements..
50 to 100 hours
5. Preresponse Vendor meetings.
10 to 20 hours
6. Qualify vendors and negotiate contrac:ts.
300 to 500 hours
7. Develop selection criteria for determining lowest
responsible bid.
15 to 30 hours
S. Evaluate bids
9. Establish and
County Board,
10. Establish and
consultants.
and make recommendtions.
25 to 75 hours
maintain a reporting system among the
Waste Board, Committee and 'Executive.
100 to 300 hcurs
utintaim an etficilL4t. ntiIization of all
100 to 200 hours
meetings, etc.
50 to 150 houri;
11. Attend ptblic
It6y Rewold
Zuly,24, 1988
'Page 3
-
12,. Describe vendors contracts in official statement.
25 to 50 hours
3. Coordinate environmental permits.
500 to 1000 hours
14. Landfill agreements.
100 to 500 hours
15. Energy Contracts.
100 to 300 hours
16. Coordinate other local agreements.
100 to 300 hours
17. Miscellaneous
350 hours
Total 2,000 hours 4400 hours
.W.D_RIZ—hPUZ $200 t - on
$400,000 $B80,000
Sincerely,
Janes R. Jackson
EnClosure
CoNTRA.CT ?OR LEM CONSULTING sERTFICES
BY XND BETWBEN
01XL311D COUNTY, MICEIGAN
BISEOB, COOE, BURC.:ELL & BEIMOLIDS
THIS CONTRACT entered into as of this dey of
1988 by and between Bishop, Cock, Purcell & Reynolds (hereinafter
called the "CONSULTANT") and Oakland County, a political
subdivision of the State of Michigan, acting by and through its
Board of Commissioners (hereinafter called "COUNTY°).
WITNHSSET H:
VBEDRIAB, COUNTY desires to engage CONSULTANT to provide
certain legal services in connection with the implementation of
the COMITY'S Solid 'Waste Management Plan (the "Plan"); and
WBB1RBIS, COUNTY is desirous of engaging CONSULTANT for
purposes hereinafter described in paragraph 1, Scope of Services;
'and_
WHEREAS CONSULTANT has agreed to provide necessary legal
services to the COUNTY and is qualified and experienced in this
area of law and ,practicer
NOW, THERZFORE, the parties hereto, each intending to be
legally bound hereby, do mutually agree as follows:
1. SCOVE OF SZRVICES
CONSULTANT hereby agrees to perform some or all of the
following services as directed by the Oakland County: assist in
the identification and evaluation of various public policy issues
associated : with the procurement and implementation of the Plan;
assist in the evaluation of feasibility studies and engineering
reports; assist in analysis of applicable statutory provisions
with respect to procurement, flow control, intergovernmental
agreements and other statutory provisions with respect to the
Plan's implementation; assist iethe drafting and preparation of a
,request for proposals, assist in the development of proposal
evaluation criteria; assist in the evaluation of vendor responses
to the reguest for proposals; provide analysis and comment on
other documents related to the transaction; assist in the
drafting of the construction and service agreements and provide
legal analysis thereof; participate as requested in presentations
or discussions with COUNTY'S Board of Commissioners and other
interested parties; assist in negotiation of service and
construction agreements with selected vendor(s); analyze and
evaluate alternative purchases of energy generated by the
facility; assist in the drafting and negotiation of provisions of
the power purchase agreement with the utility selected by COUNTY;
- 2 -
assist with the procurement of landfill, recycling and the parts
of the Plan, and assist with environmental permitting.
Particular areas of expertise and legal consultation may include
contracts, tax, insurance, energy, environmental, corporate and
finance. COUNTY nay direct CONSULTANT to perform such additional
services as may be desired by COUNTY.
2. PERSONNEL
A. CONSULTANT represents that it has, or will secure
at its own expense, all personnel required to perform the
_services under this Contract. Personnel specifically shall
include E. Lawrence Fox, Esq., James E. Jackson, Esq. and
Robert G Varner, Jr., :Esq. as principal attorneys, and as
approved by the County, other personnel from the list in
paragraph 4.E. tither H. Lawrence Fox, Esq.,
Canes P. Jackson, Esq. or Robert G. Varner, Ur., Esq. shall
serve as the principal attorney in charge of all worked to be
'performed by CONSUI,TANT and shall be responsible for
coordinating all work to be performed by personnel of
CONSULTANT. CONSULTANT personnel shall not be employees of or
have any contractual relationship with COUNTY,
• B. All of the services required hereunder will he . .
performed by .CONSULTANT and under the direct supervision of
• E. Lawrence Fox, Esq.; Japes P. Jackson, Esq. or
- 3 -
Robert G. Varner, Jr., Esq. and all personnel engaged in the
-work shall be fully qualified and shall be authorized or
permitted under state and local, law to perform such services.
C. None of the work or services covered by this
Contract shall be subcontracted without the prior written
_approval of COUNTY.
TIEZ OF PERFORliNNOF
A. It is understood and agreed between COUNTY and
CONSULTANT that tine is of the essence and that during the
period of this Contract, CONSULTANT agrees to perform services
in such sequence as to assure the expeditious completion of the
tasks necessary to completion of the Pro j ect in the light of the
purpose of this Contract, Including, but not limited to, those
services specified in paragraph 1. CONSULTANT'S responsible are
subject to the provisions of this Contract with regard to
Termination, as hereinafter provided.
B. CONSULTANT shall enter upon the performance cf.
this Contract with all due diligence and dispatch and shall
exercise therein the highest degree of professional skill and
competence. The parties hereto agree that tine is of the
'essence for the performance of all phases of work by CONSULTANT
and all other work products required hereunder.
—4 –
4. C3XIatEXTIO11
A. COUNTY agrees to pay, and CONSULTANT agrees to
accept, as compensation for CONSULTANT'S services, the hourly
rates for personnel set forth below, plus CONSULTANT'S out-of-
pocket expenses, including cost of duplication, long distance
phone calls, postage and courier service, travel and reasonable
living expenses while engaged in providing services to COUNTY at
COUNTY'S request outside of CONSULTANT'S offices. The
CONSULTANT.shall provide itemized invoices, commencing not later
than 1988, which shall include the nature of work performed,
personnel involved, the number of hours worked, the hourly rate
for relevant personnel of CONSULTANT and CONSULTANT'S out-of-
pocket expenses. Invoices shall be sent to
CONSULTANT shall be paid, within sixty (60) days from the
receipt of the invoice, the value of the cumulative hourly
Charges and outof-pooket expenses. COUNTY reserves the right
• to refuse to pay and part of any invoice of CONSULTANT which is
based on an increase in the Cost to prepare or revise documents
:resulting from an error or omission of CONSULTANT.
B. The hourly rates of CONSULTANT shall be set forth ,
below:
-5 -
Janes K. Jalckson 225
Robert G. Varner 175
R. Stuart Broom 175
H. Lawrence Fox 225
Kenneth S. Barr ( IS--
Randall D. Benn 95
Scott W. Clearwater 105
Ratherine B. Nan 105
John P. Proctor 185
1,,,7uana S. Wilcher 145
Scott DuBoff 150
Leah Allen 120
These hourly rates shall remain as state above through
December 31, 1985. Thereafter, the rates shown above nay be
increased annually up to five (5%) percent.
S. DOCUHENT
A. All services rendered efid docunents prepared by
CONSULTANT shall conform to applicable laws, statutes,
ordinances, rules and regulations, as well as the methods and
proceduzes of all governmental boards, bureaus, offices,
commissions or Other agencies.
'SC 1
B; All plans) specifications, survey notes,
calculations, contracts, legal memoranda., and all other
documents pertaining to the work required hereunder, prepared by
CONSuhTANT in the performance of this Contract, shall be the
property of COUNTY.
C. CONSULTANT covenants and agrees to have available
in Oakland County, Michigan, upon reguest by COUNTY, its books
and recordSfOr inspection by appropriate COUNTY officials
concerning charges, fees and costs under this Contract.
6. TBRHINATION
•A COUNTY reserves the right to terminate this
Contract at any time, at its sole discretion, by giving
.:CONSULTANT ten . (10) days prior written notice thereof. In such
event, and upon any termination of the Contract, all •finished or
. unfinished documents, contracts, data, studies, agreements and
reports prepared by CONSULTANT under the Contract shall become
the property of COUNTY and CONSULTANT shall be paid in full for
all 'services rendered by it to the effective date of such
termination plus all cut—of—pocket costs incurred to that date.
Payment Shall be made in accordance with Pa-ra;lraph 4 above.
7. AZSIGVHINT
-41
This Contract shall not be assigned or assignable,
either by action of CONSULTANT or by law.
8. INDENNIrICATIOV.
CONSULTANT shall indemnify, defend and hold harmless
COUNTY, its offiCers, directors, and employees, from and against
any and all losses, claims, actions, damages, liability and
expenses, including, but not limited to those in connection with
loss of lite, bodily and personal injury or damage to property,
:t6 the extent they are occasioned by CONSULTANT'S negligent act
or omission or the negligent act or omission of CONSULTANT'S
agents, suboonsultants, employees or servants, in the
,performance of this Contract.
CONSULTANT shall carry, at all tines during the term of
this Contract,- professional liability insurance coverage in the
minimum amount of $1,000,000.. Such insurance shall be kept in
force and not cancelled or altered without thirty (BO) days
.written notice to COUNTY.
FURTHMT. SVPPORT
In the event that COUNTY becomes involved in any
litigation with third parties concerning or relating in any way
to corsuLTArl"5 services, whether such litigation occurs during
-
or after the term of the Project, or any other litigation with
respect tote Project, CONSULTA.NT agrees to malce its officers
and employees available to COUNTY to consult, assist and
.aooperate in anysuch Iitigivcion, to the extent such
cOnsultation, assistance- and cooperation may be required by
..COUNUT, at reasonable fees to he agreed upon by the parties
hereto.
10. NO DISCR/MTNT,TION
• CONSULTANT shall not discriminate nor permit
discrimination against any employee because of sex, race, color,
• religion or national origin. In the event of such
discrimination, COUNTY may terminate this Contract forthwith.
11. DISBUTzs
This Contract shall be performed under the laws of the
State Of Michigan. my litigation to enforce this contract or
any of its provisions shall be brought in Oahland County,
Michigan.
,12. MIFOB7.BTLIT'Z
COUNTY represents and warrants that this Contract has
been duly authorized by COUNTY'S Board of Commissioners.
NW.
IN wiTNESS WHEREOF, COUNTY has caused these presents to be
duly executed and CONSULTANT has caused these presents to he
duly exec-oted as of the day and year first above written.
OAEIAND COUNTY, MICHIGAN
BY:
ATTEST:
•Clerk of the Board
BISEOP t COOK, PURCELL REYNOLDS
BY:
Partner
APPROVED AS TO FORM:
County Attorney
- 10 -
LOW OPTIGER,
BISHOP, COOK, RuRCELL. & REYNOLDS
[A00 L STREET, N W.
WASHINGTON, 0-C— 20005 ,3505
(20.2) 371-5 700
VOtr1TW2 DIFICC7114,1- TE15A44974 urr Lbw ul
PELECO,ER: MID.Z] 371-b0
OWMETIiTs NrmuilmEx
FROM: Bishop, cook, Purcell & Reynolds
RE: Solid Waste Disposal
DATE: May 198S
Bishop, Cook, Purcell & Reynolds isa full service law firm
with offices in Washington, D.C. The firm is specialized in
representing communities with respect to solid waste disposal and
resource recovery projects. The following Exhibits are attached:
Exhibit 1: Ownership: Community or Private
/I: Impact of Tax Reform Act of 1986
On Solid Waste Resource Recovery
Environment and Energy
IV: Transactions Handled by the Firm
V: Personnel Resumes
VI: References
Section Introduction
6
0
A community undertaking - a solid waste resource recovery
project will need experienced counsel conversant with all state
procurement issues, as well as those encountered in developing
and negotiating contracts, financing under federal tax laws, and
permitting and licensing such projects. A strong background in
this wide range of expertise will ensure sound and economically
fair project results on a timely basis. The complexity of
municipal solid waste transactions and the major financial
commitments required to complete such projects also underscores
the need for counsel with broad negotiation and implementation
experience, from inception to completion and operation of the
facility;
- 2 -
The specialized group at Bishop, Cook, Purcell & Reynolds has
. served as lead negotiating counsel for a number of communities
, across the country. We are familiar with all aspects of solid
waste disposal, having also served as bond and underwriter's
counsel, environmental and permitting counsel, negotiating
counsel for energy purchase agreements and special tax counsel.
On behalf of municipalities and other public sector entities, we
9 have negotiated contracts with all of the major vendors in the
field and have worked with a significant number of the consulting
• engineering firms with extensive resource recovery project
• implementation experience.
Merecver, we are conversant with all state and municipal
• procurement statutes, and other related laws, across the country.
We feel that our experience will enable .a governmental unit to
achieve an economically sound contract, at the lowest overall
cost to the community.
Section 2 derstandiec the Proiect
A resource reCovery project is one of the largest
undertakings in terms of tine, financial cost and importance a
community can undertake. The transaction is complex; thus, it is
essential that the community's primary goals remain paramount.
The overall object is to obtain the greatest assurance possible
that the community's solid waste will be disposed of in an
environmentally safe manner for a substantial period of tine.
This .goal should be achieved at the lowest cost consistent with
this objective.
The project impacts the whole community; and therefore, it
requires major policy input from community leaders on policy
iSsues. The transaction is long-term and should be carefully
structured to satisfy existing and anticipated needs. There is
no such thing as a standard contract in this industry because
0 each community has its own unique requirements.
The major concerns of the community in the transaction are
• the cost of the disposal service, the reliability of the service,
the community risks associated with the project, the vendor's
willingness and ability to guarantee performance and a environmental compliance of the completed project. other
• factors, such as appearance of the plant and community relations,
are also important.
The cost of the service provided by the vendor to the
community is set forth in the service fee portion of the 0 contract. The service fee is a combination of costs and benefits
to derive a per ton or periodic charge for the service. In
addition to the fee paid to the vendor, the largest component of
9
0
0
- 3 -
the community's cost is the debt service payment for the bonds
issued to construct the project. Another component of overall
cost is the cast of operating and maintaining the plant.
Additionally, any item which is treated as a direct pass-through,
rather than a part of the fee charged by the vender for operation
and maintenance of the facility itself, such as insurance,
utilities and other fixed costs, must also be taken into account.
The overall cost to the community is reduced by revenues derived
from the facility through the sale of steam and/or electricity
and in some cases the recycling of ferrous and nonferrous metals.
The concept of the service fee is easy, but there are a
number of ways to structure it. The service fee ranges from a
flat to a variable service fee with numerous variations.
The flat service fee is a fixed charge per ton escalating
pursuant to inflation indices. The vendor takes all risks with
respect to its costs of operation and maintenance and the value
of energy revenues. The scheme provides less risk to the
community, but guarantees an increasing service fee for the life
of the project.
The variable service fee, in its simplest form, consists of
debt service plus a fixed operating and maintenance charge
'subject to inflation, plus pass-throegh costs and taking into
account a portion of energy revenues (normally energy revenues
are shared with the vendor to provide an incentive for the vendor
to maximize such revenues). Under this scheme, the community
shares the risk of low energy revenues and the rewards of high
energy revenues. Therefore, a variable service fee may increase
or decrease over time.
• We have encountered numerous variations .of the fixed and
variable service fee which we would be pleased to discuss with
you.
Another major component of the contract is sharing of risk
• for "unforeseen" or "uncontrollable" circumstances such as change
in environmental law or force majeure events. The cast resulting
from the occurrence of such contingencies nest be provided for by
the contract.
The community normally must deliver, on a "put-or-pay" basis,
2 a specified amount of solid waste and must pay the vendor its
fee, whether or not the solid waste is delivered. The vendor is
liable for damages for failure to provide disposal services and
for failure to meet its operational guarantees. The mutual
obligations of performance and calculation of damages for failure
of such performance requires carefully constructed contract
. provisions.
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Other areas of major concern are vendor's equity (if
privately owned), assurances as to the quality of the facility,
environmental compliance, tax indemnification (if privately
owned), termination provisions for failure to perform and
provisions on scheduling, testing, landfill, etc. An important
aspect of the overall project security is the guarantee of the
operating subsidiary's perfoLmance by the parent company (due to
the magnitude of risk and damages) and assurances of availability
of proprietary technology from any technology licensor to the
vendor. These provisions can be covered in either the service
agreement or a separate construction agreement.
The negotiation offinal contracts with vendors is expedited
by first developing a community contract for negotiations. This
contract should be carefully drafted to ensure that it satisfies
all Policy concerns of the community. Additionally, this draft
document indicates to the private sector vendor that the
community is acting in good faith to fulfill the responsibilities
required to consummate a transaction.'
The negotiation sessions with the vendors should be over a
block of time with breaks to advise and seek policy decisions
from the governmental unit. We have found that negotiations
virtually around the clock for a period of days followed by a few
days break for all sides to consult with principals is the most
effective method. It expedites the process to have draftsmen for
both the community and the vendors that can continuously revise
the draft to meet decisions reached during negotiations without
interrupting the negotiations themselves.
In addition to vendor negotiations, it is important that work
proceed on other aspects of the transaction including, for
example, siting issues, flow control, the financing documents,
energy contract, any required community contracts, environmental
permitting, landfill requirements, and site lease. These aspects
should be concluded to the extent possible to expedite the vendor
negotiations and ensure that the vendor contracts are consistent
with the other contracts and agreements. In particular, the
financing documents should be developed over the same time period
that the vendor negotiations are finalized.
The likelihood of a successful project is enhanced where the
comprehensive solid waste management plan, if any, and the RFQ or
RFP reflect a community's policy requirements. The RFQ or RFP
should also contain a draft service contract. Through this
system, the community exhibits credibility with the vendors,
since they are able to evaluate the overall structure of the
transaction, risk allocation, technical requirements and
schedules, and at the same tine, crystallizes the fundamental
policy decisions that must be reached in order to complete the
draft agreement.
es
8
We will be happy to explain in an interview how our expertise
may supplement a community's advisers and goals.
section 3: rxperieeee
The firm has substantial experience in negotiating contracts
between a municipality and a full service vendor. The experience
.began with Pinellas County, Florida, in 1980 where H. Lawrence
0
Fox, with assistance from Janes K. Jackson, acted as tax and
underwriter's counsel for a 2,000 ton per day plant.
Since then, Messrs. Baratta, Broom, Proctor and Varner, as
well as Messrs. Fox and Jackson, have specialized in resource
recovery transactions. Exhibit IV. contains resumes of our
principal, attorneys in this area. There are also junior
attorneys in the firm trained to supplement their expertise.
A graphic description of the experience in selected.
transactions follows:
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ILEICURCIE itECOMENT
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n County, Neu ,Yereey 3,000 XXXX X 1984 IDE E 1367 Mm
County, Pennsylvania 1,000 XXXXXX 19E17 OS E 075 t t50 mm
Td County, Florida %DOD X X 1Y84 IDB E $515 MM g 1,60
ere County, Pennsylvania 2,400 X X X NI" N/A II
sburg, PennsyLvania 750 X x NV N/A N
in County, New Jersey 1,500 0 X x 1,.785 IDS E 030 mm.
napolis, Indiana 2,400 X X x 186 IDS C 0109 MK
County, Michigan 625 X X 11417 IDS C 0 90 IN4
County, Illinois N/A X
ell:two County, North Carolina 800 X NF N/A IF
Andover, MeNsmehuletts 1,500 X X X X 1083 188 0 0190 MM
Wserkimer Counties, New York 400 X X XXXXXX IDS N
Lngt County, New York 1,400 X X X X X X W, 44/A T
,
ty Florida 90D/1,200 X X X Ni NIA N County,
co!iphis, Per45ylvanie 2,250 X X X X N x , N/A T
les, FlOrida - 1 2,000 X X X X 1080 IDS 0 0160 NH
los, Florida - II 1,000 X X X X 1783 IDS 0 183 KM
las,.Florida - III 1,000 X X X N
Island - I 750 x X X x 14 IDS N 0120 INA.
island - /1 750 X X X 14F IDS N
• Island - 111 600 X X X X NF 100
ogo, New yprk 400 XXXXXXXX NF N/A N
ii,, Washington 1,000 X 1988 1014 N
Florida 1,200 X X X 1983 IDS 0 0I15 MN
o..,,,,.,1....“. i N.44 Y X Yrny 1087 Ins c 01010 MM
E - Escrow
ipC In construction'
-0 - Operational
N - In negotietiOn or Nt0/RFP stage
I - Terminated or lapsed
NF - Not Financed
- Partially financed
3
1
9
In conclusion, we believe that the firm and its individual
attorneys have more expertise than any other law firm in
implementation of resource recovery projects, particularly as
negotiation, energy and environmental counsel. Our understanding
of a large 'number of contracts negotiated to date by direct
involvement in the transactions enables us to explain the
provisions in the contracts and the various options during
.negotiations which lead to the final contract, and to anticipate
issues before they arise. This enables us to advise governmental
units on a variety of alternative provisions and suggest
solutions with respect to particular problems to the community.
Our knowledge Of the vendors and existing transactions will
expedite the negotiations, and our awareness of the continuing
need for a thorough understanding of commnnity concerns and
relations in this area, only stands to enhance the strength of
the project.
. faction 4: Time eonstrts and Rourly Rate
The firm has an absolute policy of not overcommitting its
attorneys. Should we be _selected, we guarantee the availability
of the members of the firm mentioned above, as may be necessary,
to consummate your transaction expeditiously. In cases where
additional work would have the slightest possibility of delay in
a transaction for a potential client, we have declined
employment. We believe this policy is not only mandatory in
terms of business ethics, but is required to ensure communities
of our absolute commitment to provide them with the expertise and
support needed to consummate the transaction on fair legal and
favorable business terms.
Our fees are based on hourly rates of attorneys. In view of
the fact that, often, substantial time is required to complete a
,transaction of this nature, the firm will accommodate the
reasonable needs of communities by various billing arrangements.
We will be pleased to discuss an equitable fee arrangement.
9 As stated above, a member of the firm will be available on a
full-time basis as chief counsel, and other members of the firm
will be available on an "as needed" basis. Additional assistance
from junior personnel will also be available, if needed. This
proposal provides senior experienced negotiation and contract and
environmental regulatory attorneys with experienced backup for
9 any emergency.
The scope of work, hours and cost are clearly within" the
control of the community; and community personnel will be able to
monitor the time incurred because of our reporting system and the
close working relationship that is usually necessary. The actual
time spent is also, in part, contingent on the vendor's
willingness to move on an expedited basis. Therefore', the need
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131
for expedition should be made clear and should be a requirement
of vendor selection. Finally, the time and charge is increased
when negotiation counsel is asked to assist in the development of
an overall community plan, or with the financing documents,
energy contracts, environmental permits, etc., all of which are
within the project coordinator's control. Our desire is to
provide every assistance possible to obtain a favorable contract
on an expedited basis, and the breadth of our experience and the
background of our personnel enable us to assure a community that
we will achieve this goal.
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BISHOP, COOK, PURCELL & REYNOLDS
rXHIBIT 11
MEMEJLEI____SQli1J1TX_ OR PRIVATE
Overview.
With a decreasing amount of land available for landfill and
the increasing cost of environmental compliance for the disposal
of raw garbage and trash, many communities have determined that
the appropriate long term solution for disposal is the
construction of a resource recovery facility (mass burn, RIDE,
etc.). Other communities view the construction of such a plant
as being required for additional reasons, „i.e., state of the art
and the preservation of our natural resources (land, energy and
metal's).
Assuming that both the decision to proceed with a solid waste
disposal facility and the technology to be incorporated at that
facility have been made, the threshold question for the community
is whether the facility should be publicly or privately owned.
2 The purpose of this memorandum is to supplement the tax
analysis concerning ownership by identifying the factors utilized
by public officials in making the choice of owning or not owning
the facility.
Community Oymegt&p.
Selecting the Community Ownership option can be justified for any
or all of these factors: political, traditional, social,
economic and risk.
Political
Some citizens have taken the view that since the service fee
of a private vendor includes the cost of capital, it is unwise
not to purchase the facility de novo. This belief is buttressed
by the general tax law requirement that if a vendor owns a
facility and the -community wishes to purchase the plant at the
end of the service agreement (typically 20 years), the price mu st
be at fair market value. Stated another way, there is a
possibility of a perception that a governmental unit could be
purchasing a plant after it has already paid for the facility
over a twenty-year service agreement. The political factor was
the primary reason for community ownership in many facilities
operating today around the country. Note, in reality, the price
2
V
for any service always includes a vendor's capital costs and
expenses.
IrAdj.IISMA1
There is a feeling in some communities that all facilities
which provide inherent social services should be controlled
totally by governmental units, and this can be accomplished
solely by public ownership. This, for example, has been the
historical pattern in Europe for resource recovery facilities.
"Privatization" breaks this tradition and is in conflict with the
concept that vital public requirements such as garbage disposal
should not be turned over to private enterprise. Along the same
vein is the "feeling" that "profit" is inappropriate for public
services. The facts do not always support such a belief because
the test is not control or ptofit, but cost and efficiency.
$.0.q=1111
There is a perception by some citizens that federal and state
environmental authorities are not diligent enouch. Hence, public
ownership would guarantee the operation of a facility at
environmental levels selected by the community. This point is
supplemented by the belief that a community can better ensure
nondelivery of hazardous wastes to the facility, thus increasing
disposal costs.
•
•
Again, this factor has a counter view. Whether or not a
facility is run by private enterprise or a governmental unit
environmental permit conditions are still the same, and besides,
a nonessential cessation of operations causes a loss of energy
revenues and more importantly, the reduction in garbage volume is
also not accomplished; i.e., the motives between public and
private sector operation are not substantially different.
Economics
Assuming no massive technological changes over the next
twenty years and analyzing the historical pattern of other plants
(pristine maintenance and repair), a resource recovery facility
is literally as valuable after 20 years of operation as it was on
the-first day of acceptance. Thus, for example, Pinellas county,
Florida, concluded that over the long term, the community would
0 be better off paying a higher service fee (due to the loss of an
owner/operator "sharing tax benefits") for a portion of the first
twenty years and owning the facilitY thereafter.
Other communities, under a tip fee restraint ("rate shock"),
have simply not been able to afford the cost of service for
0 twenty years without the benefit of a vendor sharing its tax
0
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savings through one of the following means, and assuming SF = DS
.4. ON PT - ER [-Tax Benefits or Special Discount]: 2/
1. Contributing a percentage (generally 20% for transition
projects and 10 to 15% for nontransition projects under
the new tax law) of the equity, thereby reducing Ds.
2. Providing- a special discount to the community which acts
as a rate stabilizer.
(a) "Skewed debt service," i.e., provide a large
discount in the beginning years to arbitrarily
reduce SF.
(b) "Level," i.e., provide a level discount over the
life of the service agreement.
Under current' law, the salient issue is not whether public
ownership is cheaper over the life of the facility, but whether
the community needs a stabilization fund. The Tax Reform Act of
1986 ("Act") eliminates or reduces many benefits currently
available to private owners of solid waste resource recovery
facilities. First, the 10% investment tax credit was repealed
and eliminated for all but transition projects. Second, the
depreciation schedules for property used in solid waste disposal
facilities is extended, except for transition projects (for
detailed explanation of impact of Act, see Exhibit II).
. Risk
Whether or not the vendor owns and operates a facility, in
this industry, it has been customary for the community to accept
the potential increase in costs resulting from certain risks
generally categorized as unforeseen or uecontrollabIe
circumstances (such as increased cost due to compliance with an
environmental change in law, force majeure and disposal of
hazardous waste, etc.). Thus, some communities have taken the
position that since they must bear some of the burdens
traditionally associated with ownership, they might as well own
the plant. .
2/ F = Vendor's Service Fee; DS = Debt Service; ON =
Operation and Maintenance Fee; PT = Pass Through Costs;
ER = Communities Share of Energy Revenues.
- 4 -
Communities currently considering projects will have to
reevaluate the structure of their projects to take account of the
new tax law rules. The tradeoff of residual value ownership
after the 20 or 25-year service agreement for what has generally
been a 25 percent equity contribution by the vendor has changed
under the Act. The reduction in tax benefits will reduce the
equity contribution to around 20 percent for transition projects
and to 10 to 15 percent for projects which are not transition
projects. The reduced equity when coupled with the ease of
tax-exempt .financing under -community ownership generally
encourages community ownership. However, for particular
coTmunities and circumstances, vendor ownership will still remain
attractive.
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altSHOP, COOK. PURCELL S. REYNOLDS
EXHIBIT II
IMPACT OF TAX REFORM ACT OF 1986 ON
$OLID WASTE RESOURU REcovERy
• The Tax Reform Act of 1986 (the "Act") will have a
substantial impact on the contract for construction and
operation, as well as the financing of solid waste disposal
facilities. The most significant changes concern tax-exempt bond
financing and capital cost recovery.
With respect.to tax-exempt bonds, the Act severely restricts
the availability of volume cap for privately-owned solid waste
disposal facilities by unifying the cap with other types of bonds
such as housing bonds and cutting the per capita volume limit in
half. However, in a liberalization of applicable law prior to
the effective date of the Act, community-owned solid waste
disposal facilities are exempt from the volume cap. This
provision alone may cause -a shift from private to public
ownership for many projects. Another significant change is that
the "bad money", or non-qualifying capital expenditures portion
of an issue is reduced under the Act from lo % of bond proceeds to
as low as 2.5% of bond proceeds. Thus, there will be little or
no tax-exempt proceeds available to finance "bad costs" such as
electric generating and transmission equipment.
With respect to capital cost recovery, the investment tax
credit is repealed and depreciation benefits are decreased,
primarily through an increese'in the applicable recovery period.
There is, however, a special transition rule for solid waste
disposal .facilities. Since community-owned facilities will not
be subject to the volume cap and the tax benefits available to a
vendor are substantially reduced (repeal of investment tax credit ,
and ACRS, lower tax rates) the cost to a community for a
Vendor-owned facility may be much higher than for a
community-owned facility.
Tax-Exempt Financinq
. A. General
Under the Act, bonds are classified as either governmental
bonds or private activity bonds. These terms are similar to what
are referred to under current law, respectively, as non-IDBs and
IDBs. As with IDBs, private activity bonds are tax-exempt only
• if they fall into an exempt category, such as solid waste
disposal facilities.
•
- 2 -
B. Y...411/Altag.g2aa
Private activity bonds issued after August 15, 1986, are
subject to a new unified volume cap with certain exceptions.
1. lkipla.U.04).11.ila
The new cap applies to exempt facility bonds, (including
bonds for privately owned solid waste disposal facilities),
small-issue bonds, private loan bonds, mortgage bonds, student
loan bonds, and the private use portion (in excess of $15
million) of governmental bonds. Excluded from the cap are exempt
facility bonds for airports, docks and wharves,
:ggye.r..P.M.ePt,41.1Y-Owne4.....5...Qii.CLIMP.A.,1—..d.i.S320Sal facilities, and
qualified Section 501(c)(3) bonds.
2. volume lamitation Amount
The Act reduces the annual volume limitation for each
state from $150 per capita to $75 per capita. However, the
alternative dollar limit applicable to less populous states has
been increased from $200 million to $250 million. Following
1987, the volume limitations are further reduced to $50 per
capita (or $150 million per state, if greater). The substantial
reduction in volume cap and concurrent substantial increase in
bonds to which the cap applies will result in cap availability
being only a fraction of what it was prior to the Act. Rules
with respect to intra-state allocation are provided and are
substantially similar to current law allocation rules.
3. Exception for Solid Waste Disposal Facilities
As described above, governmentally-owned solid waste
disposal facilities are exempt from the cap in what represents a
rare liberalization of previous law. Under a safe harbor rule,
property financed with bonds generally will be treated as
,governmentally-owned provided (i) the term of any service
contract or lease (including renewal terms) does not exceed 20
years; (ii) the service contractor or lessee has no option to
purchase any of the property for other than its fair market
valve, and (iii) the lessee irrevocably elects not to claim
depreciation deductions or investment tax credit (to the extent
available) with respect to any property financed with the issue.
4. gArzyfoard Rule
As under current law an issuer may elect to
carryforward a portion of its. private activity bond limitation
for up to three years. Carryovers of current law 1986 cap are
not permitted. However, with respect to a solid waste disposal
facility which meets the special transition -rule under the
:
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0
depreciation and investment tax credit provisions (See Section
(I1)(A)(3)(b)), the carryforward will be valid if made prior to
January 1, 1986.
C. reqgjetjs_jsmat.sLLW 9,,Lno_subs_a_a_tant'aPertioe Rules
The Act requires that at least 95 percent of the net
proceeds of any issue of private activity bonds be used for the
, exempt purpose of the borrowing (subject to an exception for
certain student loan bonds). For this purpose, contrary to the
previous law exempt facility IDB rules, issuance costs are
treated as "bad money" for purposes of applying this rule. Only
funds placed in a reasonably required reserve or replacement fund
(generally limited to 10 percent under the Act) are considered
neutral. Therefore, the bad money portion of an issue available
. to pay bad costs other than costs of issuance could be as low as
2.5 percent of the original issue. 1/ Thus, it is likely that
supplemental taxable issues will be required for projects such as
solid waste disposal facilities. Note that for purposes of
determining good costs, the functionally related and subordinate
rules of current law have been retained.
D. Two Percent Restriokion on Issuance costs
Generally, the Act restricts the amount of private activity
bond proceeds which may be used to finance costs of issuance to 2
percent of the face amount of the issue. Costs of issuance
subject to the limitation include all costs incurred in
connection with the borrowing, as opposed to costs incurred in
connection with the facility being financed. Examples are
underwriters spread, bond counsel, underwriters counsel, issuer
counsel and with respect to conduit financings, company counsel
fees, financial.advisor fees, rating agency fees, trustee and
paying agent fees, accountant fees relating to issuance, printing
costs, costs incurred in connection with the public approval
process, and engineering fees required for issuance. The term
issuance costs does not include bond insurance premiums and
• letter of credit fees which may be treated as issuance expenses
under the arbitrage rules.
1/ The 2.5 percent figure is arrived at as follows: Assuming
• a $100 million dollar issue, the 95/5 test would be applied
to $90 million after deduction of a $10 million reserve .
fund. Five percent of $90 million is $4.5 million dollars.
After deduction of issuance costs equal to 2 percent of the
original issue ($2 million), only $2.5 million of proceeds
or 2.5 percent remain to be spent for bad costs other than
• issuance costs.
.41
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e,
ee
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Addit,i 01121.....4=1,t,teere Restrictions
1. IkegoverT of Certain Letter of Credit Fees
The Act extends the present law rules which allow
recovery of bond insurance premiums out of arbitrage profits (by
treating them as interest expense) to letter of credit fees. To
qualify under this rule, the purchase of a letter of credit must
result in a net present value interest savings. In addition,
such fees must arise from an arms-length transaction and
represent a reasonable charge for credit risk. Note that while
it is clear that the security portion of a letter of credit would
qualify under this rule, it is not clear whether the liquidity
portion of a letter of credit qualifies.
F. gve Date itioii Rules
The new tax-exempt bond provisions generally apply to bonds
issued after August 15, 1986. However, transition rules are
provided.
II. Tax Credits and Depreciation
As noted above, the volume cap exemption for community-owned
solid waste disposal facilities combined with a tighter volume
cap for bonds to which the cap applies should encourage community
rather than vendor ownership. Additional encouragement is
supplied by the reduction of tax benefits available to a vendor-
owned solid waste disposal plant. It must be kept in mind that
the effect of repeal of the investment tax credit and longer
depreciation lives in reducing tax benefits is magnified by the
general rate reductions.
A. Accelerated Depreciation: New Transition Rule Property
The Act replaces ACRS with a new depreciation system
effective for property placed in service after December 31, 1986.
1. general. Pule
Waste Reduction and Resource Recovery Plants
(which include assets used in the conversion of
refuse or other solid waste or biomass to heat
or to a solid, liquid or gaseous fuel) have an
ADR midpoint of 10 years and will thus have a
recovery period of 7 years under the Act
utilizing the 200% declining balance method,
switching to the straight-line method at a time
to maximize the depreciation allowance.
•
• -5--.
b. NOnreSideptial Real Properi will be recovered
over 31.5 years, utilizing the straight-line
' method.
2. Tax-Exempt 13010-rinanced Property
Notwithstanding Section (A)(1) above, the cost of
tax-exempt bond-financed property must be recovered under an
alternative cost recovery system and is depreciated on a
straight-line basis over the ADR midpoint. Consequently:
a. Wagte Reduction and ..Beseyrce Recovery Plants
are depreciated on a straight-line basis over
10 years; and
b. Fonresidential Reial proper ta is depreciated on
a straight-line basis over 40 years.
3. Special Transition Rule „for_Solid Waste Disposal
Facilities
A special transition rule is provided for solid waste
disposal facilities. Under it, the new depreciation and
investment credit provisions will not apply to a qualified solid
waste disposal facility if before March 2, 1986, either (i) there
• is a binding written contract between a service recipient and a
service provider with respect to the operation of such facility
to pay for the services to be provided by such facility; or (ii)
a service recipient or governmental unit (or any entity related
to such recipient or unit) made a financial commitment of at
least $200,000 for the financing or construction of such
• facility. A qualified solid waste disposal facility is defined
as a facility which provides solid waste disposal services for
residents of peel. or all of one or more governmental units and
substantially all of the solid waste processed at such facility
is collected from the general public.
B. Investment Tax Credit
• Repeal. As stated earlier, the Act repeals the investment
tax credit with respect to property placed in service after
December 31, 1985. Repeal is phased in with respect to
transition property. Under the phase-in, the credit is reduced
• by 17.5% for property placed in service in 1987 and by 35 5i for
1988. In addition, a taxpayer will be required to reduce its
basis by the full amount of the credit
BISHOP, COOK, PURCELL & REYNOLDS
EXHIBIT III
I. Environmental Licensing asid the Construction
and Qperation of Resource .cove. i, reo'lit'es
Environmental licensing involves the preparation, filing and
defense against attack by interest groups and overzealous
regulators of a wide variety of local, state and federal peilaits
necessary for the construction and operation of a resource
recovery facility. It is the art of establishing a project
dialogue within and among a number of environmental regulatory
agencies -- often with conflicting goals -- and the project
sponsor to ensure that such agencies process applications
expeditiously. Environmental licensing also involves maintaining
close coordination among the project sponsor, owner, operator,
contractors and consultants for cost effective and timely
responses to permit inquiries and public response. In short,
environmental licensing plays a critical role in the development
and successful implementation of a resource recovery project.
Air quality, land use, water quality, hazardous and toxic
contaminant, odor, noise, aesthetic, residue disposal and
municipal waste processing issues affect each project. And, a
positive response to one environmental issue, may trigger another
environmental concern. For example, land use constraints may
dictate the location of a project in a relatively undeveloped
'area. But such location may have air quality constraints that
require the imposition of more stringent air pollution controls.
Such controls, in turn, may result in the production of bottom
ash or fly ash with undersirable characteristics. Such
characteristics may trigger costly disposal requirements. And so
it goes.
In order to minimize the effects of "environmental licensing
catch-22", environmental counsel, working with the project's
technical consultant will establish a permit matrix for each
project. The matrix reflects the competing requirements of all
regulatory agencies. It charts a course early in a project so
that the project owner and operator are aware of their respective
legal obligations. It also establishes a schedule for project
engineering,- peiewit application preparation and filing, public
meetings and hearings, contested proceedings if unavoidable,
construction and final operation, including operating permits.
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Environmental counsel coordinates all of this; and represents,
and thus protects, the financial and environmental interests of
the project sponsor.
ii,rnergY Purchase Agreements
One of the most significant contracts affecting project
economic feasibility over the long-term period of bonded
indebtedness is the energy purchase agreement for the sale of
steam and/or electricity generated by the resource recovery
facility. The revenue generated from the sale of energy, other
than the tipping fees, is the principal source of system revenues
that defrays the cost of disposal of the solid waste. Moreover,
the purchaser under the energy purchase contract, as well as the
specific. contract terms, are a focus of the credit analysis of
the. overall project financing. In other words, the terms of the
energy purchase contract and the financial strength of the energy
purchaser play a major role in project economics and the
financing plan.
Since the purchaser of energy from a resource recovery
facility is most frequently a regulated utility, energy purchase
contract negotiations for the sale of electricity must be founded
upon a thorough understanding of the Public Utility Regulatory
Policies Act of 1978 (PUPPA) requirements and on Federal Energy
Regulatory Commission (FERC) current rulings. Although electric
energy purchase contracts are not necessarily based upon the
statutory mandates of PURPA, it will generally be the starting
point of negotiations.
Additionally, it is not always in the economic best interest
of a project to contract with the local utility for the sale of
power from the facility. Other utilities may have an interest in
the facility's power to the extent that such utilities may pay a
. higher energy avoided cost, pay a higher value for capacity
and/or offer an electric purchase agreement on terms less onerous
than those offered by the local utility. Moreover, some
9 utilities may be in need of the facility's power so that they
will be willing to compete for it. In order to take advantage of
such a beneficial situation, a complete understanding of federal
and state policies with respect to "wheeling," and a commanding
knowledge of "pooling agreements," are essential.
O Resource recovery projects may also involve "cogeneration" in
which both steam and electricity are generated and sold.
Contract terms must then be coordinated during negotiations to
assure that the two separate energy purchase agreements are
compatible and that seasonal fluctuations in steam or electric
demand or in the value of steam or electric energy can be
• accommodated in order to maximize total revenues generated by the
facility.
A
Finally, since the production of electric or steam energy
meeting the purchaser's specifications is totally within the
control of the operator of the facility under contract with the
community, appropriate contractual standards and safeguards
(damages) must be included into the service contract to reflect
corresponding risks under the energy purchase contract(s).
Moreover, it is very important that counsel representing the
community in energy purchase agreements have a thorough knowledge
and understanding of the service contract and financing documents
as the energy purchase agreement must be consistent with them.
In short, the economically critical and technically complex
energy purchase agreements affect every phase of project
implementation and facility operation, including the financing
plan, technical facility design, siting criteria, vendor
operational responsibilities, construction and service contract
terms, risk allocation and economic feasibility. Unless an
overall understanding of the legal, regulatory, economic,
technical and operational factors affecting resource recovery
facilities are brought to the energy purchase contract
negotiations, the integration of this important contract into the
transaction may be delayed or seriously impaired.
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0
BISHOP, COOK, PURCELL & REYNOLDS
EXHIBIT IV
mEgAzzl.p.i.a
, Bergen County, New Jersey -- In August, 1984, we were
appointed by the Bergen County Utilities Authority as its chief
negotiator for the service agreement. The RFP was issued in
August, 1964. Simultaneous negotiations commenced in October for
a service agreement with the three qualifying vendors - Signal
Resco, American Ref-fuel (joint venture of Air Products and BFI)
and Ogden Martin Systems, Inc., and were concluded in December
with the receipt of bid contracts from the three vendors. On
December 10, financing occurred when $367 million of bonds were
sold and subsequently placed in escrow. Thereafter, American
Ref-fuel was selected as the winning vendor. Conditions
precedent to construction of the facility should be satisfied
sometime this year.
Berks County, Pennsylvania -- In July of 1986 0 we were
retained as underwriter's counsel for the County and as
underwriters' counsel by the County's senior Underwriter, Kidder,
Peabody & Co. Incorporated. We were subsequently retained as
negotiating counsel for the County. Competitive bids have been
received but no award made. The County anticipates closing the
financial aspect of the transaction in 1988-89.
Broward County, Florida -- In the summer of 1983, we were
appointed co-underwriter's counsel. The project calls for two
separate facilities, one for 1,000 tons per day and one for 1,600
tons per day. an addition to the normal role for underwriter's
counsel, our assignment included comments on the RFP and advice
concerning the financing structure. This transaction was
financed in December, 1984, with the sale of $515 million of
bonds, which were subsequently placed in escrow pending
.completion of the contracts and satisfaction of the conditions
precedent therein. Waste Management was selected for one plant
and Signal Resco for the other.
Delaware County, Pennsylvania - As a subcontractor to Public
Financial Management, Inc., we were initially retained as tax
counsel for the resource recovery project, and are presently
.acting as negotiating counsel for the service agreement. Five
vendors were initially selected to compete for the contract,
Ogden Martin Systems, Inc., American Ref-fuel, Westinghouse
Electric Corp., Seltzer Brothers and the Krouse Grotp.
Negotiations with vendors were concluded in October, 1986 and a
contract was awarded to Westinghouse Corporation. Conditions
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precedent under the Service Agreement and permitting are
presently being undertaken and the facility should be under
construction by mid-summer, 1988.
- Harrisburg, Pennsylvania -- The firm was retained in August,
1985, to advise the city with respect to the issuance of an REP
for the sale of its resource recovery project.
Hudson County, new Jersey -- We were selected as chief
negotiating counsel in September, 1985. We entered into
simultaneous negotiations with Ogden Martin Systems, Inc., and
Signal Environmental Systems in September, 1985. The process
culminated with the selection of Ogden Martin Systems, Inc., on
December 17, 1985. Financing of the initial portion was
concluded in December of 1985, in the amount of $30 million and
the remaining financing will be concluded this year. The firm is
presently representing the County with respect to environmental
permitting and the energy purchase contract, and the project is
Schedule to begin construction by the end -of this year.
Indianapolis, City of, Indiana -- In September, 1985, our
firm was retained by the City of Indianapolis to serve as chief
negotiator of the service agreement (which role was later
expanded to include tax counsel for purposes of lobbying on the
recent tax bill). Vendor interviews were conducted in September,
and as a result of such interviews and the vendor responses to
the REP, Ogden Martin Systems, Inc., was selected to negotiate a
service agreement with the City for a 2,362 ton per day facility
with the capability of processing 60 tons per day of dried
sludge. Negotiations commenced in late September and were
completed in late October, followed by an escrow closing on
December 17, 1985, of $109 million in revenue bonds. Escrow was
broken on May.1, 1986 and ground breaking occurred on May 16.
Rent County, Michigan -- In January, 1986, the firm was
selected as chief negotiation counsel for the County's publicly
owned 625 ton per day facility. The project will generate and
0 selle steam for a downtown (Grand Rapids) steam heating loop and
will sell electricity to the local utility. In addition to
serving as negotiation counsel, the firm assisted in the drafting
and evaluation of responses to the RFQ and REP, and assisted in
the development of the electric power purchase agreement and the
financing documents leading up to breaking escrow and commencing
0 construction. Simultaneous negotiations with Babcok & Wilcox,
Westinghouse and Ogden Martin Systems, Inc.,-were concluded in
1-1/2 months, and proposals from all three firms were received in
September, 1986. Ogden was selected in January, 1987 as the
successful vendor. Construction began in the fall of 1967.
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Jake County, Illinois -- In August, 1967, the firm was
retained by the Lake County Joint Action Solid Waste Planning
Agency, comprised of local governmental units, to serve as legal
counsel in conjunctionwith other consultants in the development
of the county-wide solid waste management plan, the first step
toward implementation of a comprehensive solid waste disposal
system. The plan will include all aspects of solid waste
disposal, from landfill and resource recovery to recycling.
Specific responsibilities include comprehensive permitting
review, development of implementing legislation, interlocal
agreements, tax and financing analysis, preliminary energy market
negotiations and overall risk assessment review. The proposed
comprehensive plan will be completed for local governmental
review and approved by late 1988.
Mecklenburg County (Charlotte), North Carolina -- In July,
1986, our firm was retained to review the construction and
service agreements that were being negotiated by the County for a
234 ton per day facility. In April 1988, our firm was hired as
negotiating counsel for Mecklenburg County's proposed Arrowood
Facility.
North Andover, Massachusetts -- In the Spring of 1962, our
firm was selected as special counsel to the NESWC Project. This
designation required the firm to act as chief negotiator for the
24 communities and tax counsel for the Bureau of Solid Waste,
.Commonwealth of Massachusetts. It was part of our responsibility
to evaluate the vendor's proposed transaction sharing tax
benefits with the community and to compare it to the benefits
available through a leverage lease transaction. Additionally, we
negotiated appropriate safeguards for the communities in regard
to indemnifying the vendor for changes in tax law. This
transaction closed in March, 1983 and approximately $190 million
in revenue bonds were sold to finance the project, which is
-currently in operation.
Oneida and Herkimer Counties, New York -- In November, 1987,
the firm was retained by -the Counties to serve as special project
counsel and underwriter's counsel. In this capacity, the firm
Will be required to draft and implement flow control and
Authority legislation at the State and local levels, provide
legal and policy services. and advice for the long-term solid
waste management. plan, serve as environmental counsel for the
preparation of the generic and supplemental environmental impact
statement and for all permitting and licensing of the
contemplated 400 TPD resource recovery facility, landfill and
recycling transfer facilities. The firm will also be serving as
the chief negotiation counsel for the construction and service
agreement, and will be in charge of all other legal and
-contractual activities for the Counties. Finally, the firm will
be serving as tax counsel to the Project. The solid waste
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management plan and study, as well as the generic environmental
. impact statement, are scheduled to be dompleted by late 1988 and
t thereafter it is expected that a Request for Proposals for the
the resource recovery project will issue.
Onondaga County, New York -- In November of 1981, the County
of Onondaga hired the firm as its tax counsel to review the
economic structure and indemnification provisions presented to it
by its underwriter's. Following our analysis of the structure
presented, the Countydetermined not to engage in a leverage
lease transaction without a ruling from the Internal Revenue
Service. Subeequently, the County accepted the vendor's proposal
to share the tax incentives in the structuring of its service fee
in lieu of a leasing transaction. We were then asked to serve as
contract negotiating counsel for the County. The County
ultimately determined that it should own the facility. In
eugust, 1983, the County passed its resolution for a full faith
and credit financing and our firm was appointed bond counsel.
This project lapsed on March 15, 1984, but the County is now
resuming its implementation effort.
. Pasco County, Florida -- In April of 1967, the firm was
retained by the County to serve as its chief negotiator of the
service contracts with vendors and as chief negotiator with the
utility for the power purchase agreements. It is anticipated
that the facility will process 900-1200 tons per day, and project
implementation is expected to be underway by the summer of this
year.
Philadelphia, Pennsylvania -- In February of 1983, we were
retained by the City as its chief negotiator of the service
P agreement and energy contracts (electric and steam with the U.S.
Navy). The RFQ was issued in March, 1983. On June 6, 1983, we
eemmenced simultaneous negotiations for a service agreement with
• the two qualifying vendors, BFI and Ogden Martin Systems, Inc.
. On September 6, 1983, the City received acceptable bid contracts
from both vendors. In October, 1983, Ogden Martin Systems, Inc.
• - was selected as the winning vendor. To date, the City Council
has not approved the construction of the facility. Once
approved, other conditions precedent must be obtained followed by
financing.
Pinellas County, Florida -- The firm was retained by the
• County in late 1979 as tax and underwriter's counsel for the
initial resource recovery project in Pinellas County, Florida,
and in such capacity, outlined the various alternative financing
structures available to the County, including leverage leases,
prior to the County determining that the facility would be
publicly owned. The County financed the first phase of the
• facility (2,000 tons per day) in July of 1980 with $160 million
in revenue bonds. The project was constructed by UOP, Inc.,
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predecessor to Signal Environmental Systems, Inc., and began
commercial operation in 1983. Subsequently, the County
determined that it would add an additional combustion train and
turbine generator (1,000 tons per day) to the facility. The firm
was retained as contract negotiation counsel for the County. In
that capacity, we drafted and negotiated the construction and
amended service contracts for the expansion of the facility and
'reviewed the energy contract and financing documents.
• Additionally, we were hired as co-underwriter's counsel. This
transaction was financed in late 1983 with the sale of $83 ;
million in additional revenue bonds, construction ensued and has
been completed. The firm is currently retained by the County to
represent it in negotiations with Florida Power Corp. under the
existing power purchase agreement for capacity payments for
energy generated by Units I and II at the existing facility.
The county is currently studying the feasibility of
construction of a third facility located in the northern part of
the county and has selected the firm to serve as negotiating
O counsel for the vendor agreements and energy purchase agreement
for the third facility. Procurement of proposals is currently
anticipated to occur in late 1988.
Rhode Island, State of -- In the summer of 1964, we were
appointed chief negotiator of the construction, service and
energy purchase contracts on behalf of the Rhode Island Solid
Waste Management Corporation, a state-wide authority.
Negotiations with Blount, Inc., started in August, 1984, and
resulted in an agreement as to the terms of the construction and
,service contracts by December of that year. $225 million in
bonds were sold in December, 1984, and the proceeds deposited in
estrow. The energy purchase agreement was also negotiated by
this firm. Negotiations were completed and contract drafts
finalized in the Fall of 1985, but the project has not proceeded
due to the failure to secure necessary legislation.
In the spring of 1986, the State of Rhode Island decided that
:there should be three separate resource recovery facilities
rather than one as was originally planned. This firm was once
again appointed chief negotiator of construction, service and
energy contracts on behalf of the Corporation. Funds for the
.Quonset Point facility are presently in escrow. Resumed
negotiations with Blount, Inc. were completed last year and the
construction and service agreements were signed by the state and
Blount. Final permitting and energy sales eontract negotiations
must be completed before funds will be released from escrow.
Construction is -anticipated to commence late this fall.
The RFP for the Johnston Landfill facility was sent out early
• this year, five vendors were shortlisted and construction and
service agreement negotiations were completed in the fall of 198'7
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III. TJP_.it2VL....g.-P_P-2i..ta-igikti-cgk_..R.lat.4
Under the Act, certain costs and interest incurred
associated with the construction of property must be capitalized
as opposed to being deducted.
rv. Conclusion
The Act will cause the cost of privately-owned resource
recovery facilities to increase compared to the cost under
previous tax law. In order to restore the return on equity that
would be reduced by the loss of tax deductions, a private vendor
is likely to reduce the equity contribution or increase tipping
fees. This will change the economics of a vendor-owned facility.
Additionally, by exempting community-owned solid waste facilities
from the state volume cap requirement, the Act will encourage
some communities which would otherwise prefer private ownership
to consider municipal ownership as a feasible alternative_
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with Ogden selected as the winning vendor. The firm will be
negotiating the energy purchase agreement. Permitting is now
• underway for the facility and construction should begin in early
1989.
Development of the Woonsocket facility is presently scheduled
. to begin in early 1989.
'Saratoga, New York -- The firm was retained in December,
1986, to serve as chief negotiation counsel for its 400 ton per
day plant. we:were also retained to serve as environmental
counsel, energy purchase agreement negotiator counsel and
Underwriter's counsel. The SEQRA (Environmental Impact
Statement) process was completed in December, 1986, the RFP was
issued at approximately the same time and responses to the RFP
were received from eight vendors in April, 1987. The service
agreement was consummated in early full of 1987. The county is
presently considering the final proposals made by Katy-Seghers
and Westinghouse..
Spokane, Washington -- The firm was retained in June, 1987,
to act as negotiating counsel for a 800 ton per day facility in
Spokane, Washington. Negotiations with Wheelabrator
Technologies, Inc. concluded on October 21, 1987 and the
contracts are now before the City and County for approval.
Construction is expected in early 1988.
Tampa, City of, Florida -- The firm, as tax and underwriter's
counsel for the City of Tampa, Florida, evaluated available
financing structures on behalf of the City in light of the
proposal made by Waste Eanagement, Inc., the selected vendor,
before the City determined that it would prefer to own the
facility rather than seek a vendor-owned financing structure.
The project was financed in 1983 with the sale of $115 million in
revenue bonds, and was accepted and placed in commercial
operation in 1985.
• York County, Pennsylvania -- In November, 1984, our firm was
retained by the York County Solid Waste and Refuse Authority to
obtain its carryforward election for a portion of the State's
unused private activity bond limit to be applied to the
. County-wide resource recovery project. The Authority was granted
an amount of $103 million. In April, 1985, the Authority
• .retained our firm to serve as chief negotiator of the
construction and service agreements, as well as other services
related to the anticipated financing. The firm was also selected
to.serve as underwriter's counsel. Negotiations for a 1,000 ton
per day facility were completed in November of 1985 and $130
million of bonds were issued and placed in escrow in December of
O 1985, In August of 1967 the escrowed bonds were converted from
variable rates to fixed rates, and construction of the facility
was begun. Commercial operation is expected to begin in 1989.
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BISHOP, COOK, PURCELL. & REYNOLDS
EXHIBIT V
1.1J3§Saaird.;....13Zatailk
Robert M. Baratta was born in Chicago, Illinois, on
january 10, 1930. He attended Georgetown University where he
received a B.S. in 1952 and, following military service, an LL.B.
in 1957, He is a member of the Bar in Illinois and Washington,
D.C. As the former President, Chairman of the Board and Chief
Executive Officer of UOP, Inc., he is thoroughly versed in solid
waste projects from the vendor's perspective. Under his
guidance, the Company consummated the Pinellas County, Florida,
and North Andover, Massachusetts, projects. Further, the Company
was selected in Onondaga County, New York; New York, New York;
and San Diego, California. Additionally, Upon the merger of
Signal and Wheelebrator, the solid waste divisions of both
,companies were combined into Signal Resco, a subsidiary of UCP.
Accordingly, the Baltimore,- Maryland and Westchester County, New
York projects came under his jurisdiction. Community projects in
which Mr. Baratta has served as counsel since his retirement from
UOP, include Rhode Island (Chief Negotiator), Delaware County,
Pennsylvania (Chief Negotiator), and Kent County, Michigan
(Advisor).
H. Lawrence Fox was born in Charlottesville, Virginia, on
July 28, 1939. He attended the University of Virginia where he
received a B.A. in 1961 and an LL.B. in 1964. He also has an
LL.M. in taxation from New York University received in 1965. Be
is a member of the Bar in Virginia and Washington, D.C. Mr. Fox
was the principal draftsman of Section 103(b) of the Internal
Revenue Code of 1954, relating to industrial development bonds,
including solid waste disposal facilities. Additionally, he has
had first-hand experience in all phases of tax-exempt industrial
development bond financing.. Prior to participating in municipal
refuse programs, he acted as tax, bond and underwriter's counsel
in approximately $100 million of solid waste disposal financings
:relating to the treatment of refuse on behalf of private
.corporations: He helped develop Temporary Treasury Regulation
17.1, which is the basis upon which both private and municipal
projects may proceed with the tax-exempt financing of solid waste
disposal facilities. He has been the Chairman of the Industrial
Development Bond Committee of the National Association of Bond
Lawyers and has chaired its annual seminars regarding solid waste
disposal facilities. Community projects in which Mr. Fox has
served as counsel include Bergen County, Berks County,
Indianapolis, North Andover, Philadelphia, Pinellas County I and
II, Saratoga and York County.
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James K. Jackson was born in Savoy, Texas, on September 12,
1940. Be received a BB.A. in 1963 from Southern Methodist
V University and an LL.B. in 1966 from the University of Texas. He
is a member of the bar in Texas and Washington, D.C. Mr. Jackson
is a well known tax lawyer whose expertise includes analyzing and
structuring leverage lease and solid waste transactions. He
acted as chief negotiator in Hudson County, New Jersey and
Spokane, Washington. In the negotiations for the City of
Philadelphia, he lead our team in dealing with EFT and in the
more recent negotiations for Bergen County, New Jersey, he headed
our team in dealing with American Ref-fuel (joint venture of EFT
and Air Products) and Signal Resco. He was also involved in the
previously mentioned North Andover, Pinellas and Onondaga
transactions. Community projects in which Mr. Jackson has served
as counsel include Bergen County, New Jersey; Harrisburg,
Pennsylvania; 'Hudson County, New Jersey; Mecklenburg County,
North Carolina; Philadelphia, Pennsylvania; and Spokane,
Washington.
111 • John P. Proctor, a graduate of Princeton University (1964),
the University of Pennsylvania School of Law (1967), after
service in the United States Marine Corps (1972), has specialized
in environmental and energy law for the past fourteen years. As
special counsel to investor-owned electric utilities and other
industrial clients, Mr. Proctor has been responsible for
•rulemakings and adjudications before federal and state agencies,
appeal practice in the federal courts and counseling clients on
energy regulation, land use, water resources development, air
quality controls, environmental licensing and enforcement
proceedings in response to state and federal regulatory actions
under all generic environmental laws. Mr. Proctor also has
represented clients in developing and implementing innovative
legislative and environmental regulatory control programs and
technology. He has been a speaker and faculty member at many
American Bar Association and other conferences on environmental
and energy law, including the ABA's annual course of study on
environmental litigation. His published articles on
• environmental law cover subjects ranging from "Land Use and the
Clean Air Act" to a volume on the Clean Water Act in the eight
volume work on "Water Law and State Water Rights". Community
Projects in which Mr. Proctor has served as environmental and
permitting counsel include Hudson County, New Jersey; Saratoga
County, New York; and York County, Pennsylvania.
R. Stuart Broom was born in Vandalia, Illinois, on
January 19, 1948. Be received a B.A. from the University of
Alabama in 1970, a J.D. from the University of Tennessee in 1973
and an T.n.M.. from George Washington University in energy,
'environment and tax law in 1983. He is a member of the Bar in
-Tennessee and Washington, D.C. Mr. Broom is an energy and
environmental lawyer with expertise in the energy, service and
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construction contracts associated with solid waste
disposal/resource recovery projects. He was involved in the
North Andover and Onondaga County projects as lead drafter and
served as the lead lawyer and drafter of contracts for both the
city of Philadelphia and Bergen County in dealing with Ogden
Martin Systems, Inc. Mr. Broom negotiated the energy purchase
agreements in the initial Rhode Island project and the
Philadelphia project, and is presently negotiating the energy
• • purchase agreements in two of the three current Rhode Island
projects, the Hudson County project and Saratoga County project
and is scheduled to begin negotiations of the energy contract in
the Pasco County project. Mr. Broom served as the chief
negotiating attorney for the construction and service agreements
in the City of Indianapolis, Saratoga County and Delaware County
projects. He is-presently serving Oneida/Herkimer Counties as
the special project counsel for its proposed resource recovery,
landfill and .recycling facilities. Community projects in which
Mr. Broom has served include Bergen County, New Jersey; Berks
County, Pennsylvania; Delaware County, Pennsylvania; Hudson '
County, New Jersey; the City of Indianapolis, Indiana, 0 Meeklenburg County, North Carolina; North Andover, Massachusetts;
Oneida/Herkimer Counties, New York; Onondaga County, New York;
Philadelphia, Pennsylvania; State of Rhode Island; Saratoga
.County, New York; Tampa, Florida; and York County, Pennsylvania.
Robert C. Varner, Jr., was born in Alexandria, Virginia, on V June 27, 1947. He received a B.A. in 1969 from the University of
Florida and a J.D. in 1974 from Stetson University. He is a
member of the Bar in Florida and Washington, D.C. Mr. Varner is
a specialist in solid waste disposal/resource recovery
construction and service contracts. He served from 1975 to 1980
3 as Chief Assistant County Attorney in Pinellas County, Florida.
From 1980 to 1983, he was attorney and implementation specialist
for resource recovery with Henningson, Durham and Richardson,
consulting engineers. In those capacities, he was involved in
the contract drafting and negotiation for the solid waste
projects in Pinellas County, Onondaga County and the City of
• Tampa and assisted in drafting the feasibility study for the
Westchester County, N.Y. financing. He was responsible for the
drafting and negotiation of the construction, service and energy
purchase contracts for both the first and second Pinellas County
financings. Mr. Varner has worked as drafter and negotiator on
the construction and service contracts for the initial State of
O Rhode Island project and the York County project. Mr. Varner has
recently completed serving as chief negotiator of.the
construction and service agreement in the Kent County Project and
, is currently serving as the chief negotiator for the construction
and service agreements in the Pasco County, Florida and Pinellas
County-III projects. He is also serving as chief counsel for the
9
Lake County Solid Waste joint Action Planning Agency. Community
projects in which Mr. Varner has served include .Broward County,
0
Florida; Delaware County, Pennsylvania; Kent County, Michigan;
Lake County, Illinois; Mecklenburg County, North Carolina;
Onondaga County, New York; Pasco County, Florida; the City of
Philadelphia, Pennsylvania; Pinellas County I, II and II,
Florida; City of Tampa, Florida; Westchester County, New York and
York County, Pennsylvania.
Kenneth S. Barr was born in Charlottesville, Virginia, on
December 13, 1954. He received a B.A. from Boston University in
1977, a J.D. from Mercer University in 1980 and a Master of Laws
in Taxation from Georgetown University in 1984. He is a member
of the Bar in Georgia and Washington, D.C. Mr. Barr is a tax
lawyer with particular expertise in the area of tax-exempt
financing. He has served as bond counsel, underwriter's counsel
and tax counsel in a variety of tax-exempt financings; most
notably involving resource recovery projects and pollution
control and solid waste disposal facilities at nuclear electric
generating stations. In the resource recovery area, he was
involved in the Onondaga County, New York resource recovery
project in which the firm was bond counsel; served as
underwriter's counsel in the York County, Pennsylvania resource
recovery project and the Barks County, Pennsylvania resource
recovery project; provided tax advice with respect to the Kent
County and York County resource recovery projects; and served on
the firm's negotiating team in the Rhode Island II, and Pasco
County projects.
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FaISHOP, Cook, PURCELL & REYNOLDS
EXHIBIT VI
Ardr_EMEgLS,_
The following individuals are familiar with the firm and the
individual lawyers discussed previously:
William Allen
Project. Director
Kent County Refuse-to-
Energy Project
1500 Scribner Avenue, N.W.
Grand Rapids, Michigan 49503
616/774-6883
Hans Arnold, Commissioner
Department of Solid Waste
Management
Oneida County, New York
Oneida County Office Building
800 Park Avenue
Utica, New York 13501
315/798-5474
'Paul Atanasio
Dean Witter Reynolds
2 World Trade Center, 59th floor
New York, New York 10048
212/392-5010
Bill Barron, Assistant County
Administrator
Lake County Admin. Building
18 North County Street
Waukegan, Illinois 60085
312/360-6475
a Patrick Bingham
Chairman, Board of Supervisors
Saratoga County, New York ,
County Municipal Center
40 McMaster Street
Ballston Spa, New York 12020
0 518/885-5381
David W. Birks
Executive Director
Spokane Regional Solid Waste
Disposal Project
West 720 Boone, Suite 201
Spokane, Washington 99201
509/328-1805
Frank A. Borchardt, P.E.
National Program Manager
Technical Services Division
Henningson, Durham & Richardson
Omaha, Nebraska 68114
402/399-1000
Anthony J. Carabello
County Commissioner
Commissioners of Berks
County, PA
Barks County Courthouse
Sixth & Court Streets
Reading, PA 19601-3584
215/378-8066
Russell C_ Carlson
Program Manager
Rhode Island Solid waste
Management Corporation
West Exchange Center
260 West Exchange Street
Providence, ,Rhode Island 02903
401/831-4440
Alan Dashen
Seattle Northwest Securities
Corporation
Seafirst Fifth Avenue Plaza
Suite 3700
Seattle, Washington 98104
206/628-2880
Barbara S. Gole, Director
Department of Public Works
City of Indianapolis
2460 City-County Bldg.
Indianapolis, Indiana 46204
317/236-4400
Robert Guido, Commissioner
New Jersey Board of Public
Utilities
1100 Raymond Blvd.
Newark, New Jersey 07102
201/648-2013
[Former Chairman, Bergen
County Utilities Authority]
J. Benjamin Harrill, Esq.
Pasco County Attorney
7530 Little Road
New Port Richey, Florida 35553
813/847-8120
Arne E. Heggen, Esq.
County Attorney
County of Saratoga, New York
County Municipal Center
40 McMaster Street
Ballston Spa, New York 12020
518/885-5381 (ext. 296)
Thomas J. Hickey, P.E.
Counsel
Malcolm Pirnie Inc.
2 Corporate Park Drive - Box 751
White Plains, New York 01602
914/694-2100
Eugene Jordan
Director of Public Works
& Engineering
Pinellas County
440 Court Street
Clearwater, Florida 34616
813/462-3185
9
9
Louis C. David, Jr.
Executive Director
9 Rhode Island Solid Waste
Management Corporation
West Exchange Center
260 West Exchange Street
providence, Rhode Island 02903
.401/831-4440
Jon DeWitt ,
Varnum, Riddering, Schmidt
& Howlett
Mttual Home. Building
171 Monroe Avenue, N.W., #800
Grand Rapids, Michigan 49503
616/459-4186
W. Gray Dunlap, Esq.
Vice President
William R. Hough & Co.
100 2nd Avenue South
Suite 800
P,O. Drawer 1051
St. -Petersburg, FL 33731
. 813/895-8810
William. A. Ehrman
Coordinator
York County Solid Waste .
• and Refuse Authority
2801-D North George Street
York; PA 17402
717/845-1066
• John Ellis
Chief Executive Officer
Puget Sound Power &
Light Co.
Puget Power Building, GEN-04W
Bellevue, Washington 98009
206/454-6363
Al Fiore, Executive Director
Hudson County Improvement
Authority
Administration Building
595 Newark Avenue - Room 707
Jersey City, NJ 07306
201/795-6157
Nancy C. Petrillo
Director of Resource Recovery
Bergen County Utilities
Authority
Foot of Mehrhof Road
Little Ferry, New Jersey 07643
201/641-2552
Robert E. Randal
First Vice President
Smith Barney, Harris Upham
& Co. Incorporated
1345 Avenue of the Americas
New York, New York 10105
212/698-6187
John P. Ryan, Esq,
Corporation Counsel
City of Indianapolis
160.1 City-County Building
Indianapolis, Indiana 46204
317/236-4055
Stephen Schwarz, P.E.
Director, Solid Waste
Malcolm Pirnie, Inc.
2 Corporate Park Drive - Box 751
White Plains, New York 01602
914/694-2100
Paul J. Stoller
Camp Dresser & McKee, Inc.
One Center Plaza
Boston, Massachusetts 02108
617/742-5151
1e
Frank T. Koserowski, Esq.
Assistant County Counsel
Hudson County Improvement
Authority
Administration Building
595 Newark Avenue - Room 707
Jersey City, New Jersey 07306
201/795-6157
Robert E. Liguori, Esq.
Adler, Pollock Sheehan, Inc.
2300 Hospital Trust Tower
Providence, Rhode Island 02903
401/274-7200
David Livingstone
Smith Barney, Harris Upham
V & Co. Incorporated •
1345 Avenue of the Americas
New York, New York 10105
212/698-6100
The Honorable Bob Martinez
Governor of Florida
The Capitol
Tallahassee, Florida 32399
904/488-4441
-Eugene W. Meyer, Vice President
Kidder, Peabody & Co.
In
10 Hanover Square, 22nd Fl.
New York, New York 10005
212/510-3600
William C. Miller, Jr,
Vice President
William F. Cosulich
Associates, P.C.
330 Crossways Park Drive
Woodbury, New York 11797
516/364-9880