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March 13, 2000
To: Works Committee
From: Barry H.
Gutteridge, Commissioner, Works and Emergency Services
Subject: Toronto
Integrated Solid Waste Resource Management ("TRIM") Process
Stage 4, Due Diligence.
Purpose:
The purpose of this report is to recommend that a briefings process
be instituted for members of Council regarding the due diligence
component of the TIRM Process to acquire proven disposal capacity,
and approval of a budget to facilitate site visits for members of
Works Committee to the sites identified in the proposals of the
final group of top-qualified Respondents.
Financial Implications
and Impact Statement:
At its meeting of October 1 and 2, 1998, City Council approved an
expenditure in the amount of $220,000.00, including GST, for site
visits, disbursements, advertising, communications, technical studies
and public consultation activities. (Item 31 (a), considered with
Clause No. 2 of Report No. 8 of the Works and Utilities Committee).
An allocation of $30,000.00, inclusive of GST, from this prior funding
approval, is being requested to facilitate visits by members of
Works Committee and interested members of Council, to the proposed
landfill disposal sites identified in the proposals of the final
group of top-qualified TIRM Category 2 (Proven Disposal Capacity)
Respondents. This can be accommodated within the approved 2000 Capital
Works Program, under Program C-SW 168 (Waste Management Planning).
Recommendations:
It is recommended that:
(1) as part of the due diligence process, City Council
authorize members of Works Committee to undertake site visits of
the primary disposal facilities identified by the final group of
top-qualified TIRM Category 2 (Proven Disposal Capacity) Respondents
in their submitted proposals;
(2) City Council authorize members of Works Committee
and other interested members of Council to attend periodic information-related
briefing sessions called by the Chair of Works Committee and the
Commissioner of Works and Emergency Services during the TIRM Stage
4 due diligence process prior to the recommended award of contract(s);
(3) a special meeting be called by the Chair of Works
Committee in mid-May 2000, for detailed presentations by the final
group of top-qualified TIRM Category 2 (Proven Disposal Capacity)
Respondents and public deputations; and
(4) an expenditure in the amount of $30,000.00, inclusive
of GST, be authorized (from funds previously approved by City Council
as identified in this report) for members of Works Committee to
facilitate site visits of the primary landfill sites identified
in the proposals of the final group of top-qualified TIRM Category
2 (Proven Disposal Capacity) Respondents and provide funds for associated
disbursements.
Background:
At its meeting of February 29, March 1 and 2, 2000, City Council
adopted Clause No. 1 of Works Committee Report No. 5. This advanced
to Stage 4 of the TIRM Process for Proven Disposal Capacity (i.e.
due diligence and contract negotiations) the final group of top-qualified
proposals, submitted by the following Respondents:
BFI Waste Systems of North America Inc.
Essex-Windsor Solid Waste Authority
Green Lane Landfill
Rail Cycle North
Republic Services of Canada Inc.
In addition, the Commissioner of Works and Emergency Services was
authorized to proceed to conduct the necessary due diligence reviews
of the proposed disposal sites and contract negotiations with the
top-qualified Respondents, and to provide recommendations in the
form of a proposed award of contract(s) with one or more of the
top-qualified proposals.
At its meeting of October 1 and 2, 1998, City Council approved an
expenditure in the amount of $220,000.00, including GST, for site
visits, disbursements, advertising, communications, technical studies
and public consultation activities. (Item 31(a), considered with
Clause No. 2 of Report No. 8 of the Works and Utilities Committee).
That funding authority did not include provision for engagement
of Councillors to undertake site visits, by providing for transportation
and disbursements.
Comments:
The purpose of the due diligence investigations is to confirm the
accuracy of the information submitted by the TIRM Respondents pertaining
to their proposed disposal facilities (including contingency sites),
and to obtain a detailed understanding and assurance of the Respondent's
capabilities to deliver the proposed long-term waste disposal capacity.
The due diligence process will comprise commercial, technical, environmental,
and legal components.
The TIRM Project Team (consisting of consultants from Earth Tech
(Canada) Inc., MacViro Consultants Inc., Torys, and staff) will
undertake a detailed review of documentation, conduct site visits,
and conduct interviews with Respondent management/staff and third
parties to confirm the accuracy of the technical information provided.
Listed below are the major tasks associated with the four main components
of the due diligence undertaking.
Commercial Due Diligence:
The following commercial considerations will be reviewed:
- the financial strength
and capability of the Respondent;
- ownership of the site
and facility;
- payment of required taxes
and fees;
- adequate mechanisms for
providing financial indemnification to Toronto;
- adequate mechanisms and
track record for managing community and corporate relations; and
- quality of service provided
to other large municipal and IC&I sector customers.
Technical Due Diligence:
The technical review will entail consideration of the following
items:
- design drawings and specifications
for existing and proposed facilities and infrastructure;
- the availability and
expected reliability of capabilities to be provided by processing
equipment, disposal cells, transfer stations, and transport and
handling vehicles;
- the age and condition
of infrastructure such as buildings, storm and sanitary sewers,
collection systems, and access roads; and
- the experience and capabilities
of key design personnel, and operations staff.
Environmental Due Diligence:
The major environmental review activities will include:
- reviewing permitting
and as-built documentation and related background technical reports
to verify compliance with specific regulatory (federal, provincial/state
and municipal) requirements;
- reviewing files maintained
by regulatory agencies; and
- interviewing technical
staff to obtain clarification on identified issues, if required.
Areas of focus in the environmental review will include:
- protection of groundwater
and surface water resources and air/atmospheric quality; management
of nuisance impacts (for example noise, odours, litter, and dust);
- regulatory reporting;
and
- compliance with facility
specific approvals.
Legal Due Diligence:
The following items will be required to be provided or made available
by the Respondent:
- facility certificates
of approval/licenses/permits;
- host municipality agreements;
- collective agreements
and other aspects or outstanding matters related to human resources
and labour relations;
- requirements with respect
to occupational health and safety;
- applicable transport
regulations and permits;
- environmental management
system documentation; and
- other legal or regulatory
aspects pertaining to the delivery of services to Toronto.
Contact with Municipalities:
At the Special Works Committee meeting of February 24, 2000, the
following recommendation was adopted:
"That as part of the due diligence process, the Chair of the
Works Committee be requested to write to each of the municipalities
mentioned in the documents for principal or contingency sites informing
them that the City is investigating the use of their sites and will
be contacting them in due course to solicit their comments."
As part of TIRM Stage 4, we are writing to the top-qualified Respondents
to seek further clarification regarding their identified contingency
site(s), with the goal of refining the number of sites currently
identified as contingency. We therefore recommend that the Chair
of the Works Committee postpone the issuance of the letters to the
municipal officials until a refined list of contingency sites is
identified. We anticipate this would be in place prior to the end
of March 2000.
The TIRM RFP for Proven Disposal Capacity advises Respondents that
Toronto has reserved the right to consult with appropriate municipal
representatives of the host community. These undertakings may take
place during the visits to proposed disposal sites, as discussed
in the next section of this report.
Site Visits:
We propose that the site visits of proposed primary landfill sites
take place in late April to early May 2000. Members of Works Committee
would be invited to participate in the site visits. The actual dates
and itinerary will be finalized based on the availability of the
Committee members who would like to participate. However, the project's
time constraints may require the scheduling of site visits that
cannot accommodate the schedules of all interested Committee members.
We are also proposing that following re-confirmation of their residual
tonnages of solid waste requiring disposal, officials of the GTA
Regions of Peel, York and Durham be invited to participate in the
site visits, with the understanding they would be responsible for
their own expenses.
Periodic Information Briefings:
The award of a contract(s) to address the City's residual disposal
needs is an important and complex undertaking and is proceeding
within significant time constraints. In order to keep Councillors
apprised of the status of the due diligence undertaking, we are
recommending that periodic briefing sessions be called by the Chair
of Works Committee and the Commissioner of Works and Emergency Services
for members of Works Committee and other interested members of Council.
Briefing sessions would be held prior to the scheduled June 14,
2000 meeting of Works Committee, at which time a recommendation
for award of contract(s) in-principle is scheduled to be recommended
to the Committee. The purpose of the briefing sessions would be
to provide periodic status reports regarding the work to date of
the project consultants and staff regarding the due diligence review
of the proposed primary and secondary (contingency) landfill sites
and the preliminary findings of the consultant/staff due diligence
team.
Presentations by Top-Qualified Respondents:
The Council approved TIRM Request for Proposals for Proven Disposal
Capacity, identifies an opportunity for top-qualified Respondents
to make a detailed presentation regarding their proposals to members
of Council prior to the recommended award of contract(s). This would
also provide an opportunity for public deputations. At this time
we recommend that a Special Meeting of Works Committee be held in
mid-May to hear detailed proposal presentations, with time allotted
for public deputations.
Conclusions:
In order to facilitate visits for members of Works Committee to
the landfill sites identified in the top-qualified TIRM proposals
for proven disposal capacity, we are recommending approval to establish
a budget of $30,000.00, inclusive of GST, to provide for travel
expenses and associated disbursements. Funds are available within
the approved 200 Capital Works Program, under Program C-SW 168 (Waste
Management Planning).
We are also recommending that Council authorize the holding of periodic
briefings for members of Works Committee and other interested members
of Council in connection with the due diligence activities conducted
by the team comprising consultants and staff.
Councillors who would like to be notified of the periodic briefing
sessions can contact the TIRM Project Manager, Lawson Oates, to
have their name added to the contact list. Mr. Oates' phone number
is listed below.
Contact Us:
Lawson Oates, B.A., M.E.S.
Manager, Strategic Planning
Solid Waste Management Services
Works and Emergency Services
Metro Hall, 19th floor
Phone: 416-392-9744
Fax: 416-392-4754
E-mail: loates@toronto.ca
Angelos Bacopoulos
General Manager
Solid Waste Management Services
Barry H. Gutteridge
Commissioner
Works and Emergency Services
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