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HomeMy WebLinkAboutMay 18, 2023 - Council - AddendumTHE CORPORATION OF THE MUNICIPALITY OF BAYHAM COUNCIL MEETING ADDENDUM MUNICIPAL OFFICE Thursday, May 18, 2023 13.2 B CAO-33/23 by Thomas Thayer, CAO|Clerk re Rogers Communication Tower – Straffordville Fire Hall 55764 Third Street 13.2 C CAO-34/23 by Thomas Thayer, CAO|Clerk re Agreement – Promotion and Education Materials for Blue Box Transition – Circular Materials Ontario 14. F By-law No. 2023-044 Being a by-law to authorize the execution of an agreement between the Corporation of the Municipality of Bayham and Circular Materials Ontario for the promotion and education of blue box material and related services REPORT CAO TO: Mayor & Members of Council FROM: Thomas Thayer, CMO, CAO|Clerk DATE: May 18, 2023 REPORT: CAO-33/23 SUBJECT: ROGERS COMMUNICATION TOWER – STRAFFORDVILLE FIRE HALL – 55764 3RD STREET, STRAFFORDVILLE BACKGROUND Rural connectivity and communications, whether wireless, cell, or internet, is an increasingly important consideration for rural residents across Ontario. This is no different in Bayham, where cell service “gaps” exist across the municipality, and rural internet connectivity is still being improved. In 2021, Council received a pair of Municipal Concurrence requests stemming from two (2) submissions and Federal public consultations processes for Xplornet towers to be located in the north end of Bayham. These towers were proposed on private lands. In 2022, the Municipality was approached by Stratus Group, a representative of Rogers, to investigate the possibility of siting a communication tower in Straffordville to expand their network into Bayham. DISCUSSION Staff have been working with Rogers’ representatives to identify a site that could potentially be used for the siting of a communications tower in Straffordville, with the intent that the tower remain in place for a minimum of twenty (20) years. Rogers’ intent is to use a public property, owned by Bayham, for the proposed communication tower and in a location which is central to Bayham. Staff, in discussion with Rogers, reviewed the following property and deemed them unsuitable for a tower: • Public Works Yard, 8354 Plank Road • Straffordville Community Centre, 56169 Heritage Line • Straffordville Cemetery, 55939 Heritage Line The above properties were considered in the order they are presented herein, and were deemed unsuitable for the following reasons: • Public Works Yard – no unutilized space to dedicate to third-party infrastructure • Straffordville Community Center – concerns regarding siting, impacts to potential SCC expansion construction, and impacts to existing structures and play equipment • Straffordville Cemetery – would limit future expansion The Straffordville Fire Hall – Station #2 – is the location proposed and presented to Council as in primary central option for a Rogers communication tower in Bayham. The Fire Hall is located at 55764 3rd Street, Straffordville. Staff have identified the northwest corner of the Fire Hall property (map attached) as the best option for the tower as the potential impacts to ingress and egress are lessened and no historic infrastructure (i.e. septic bed or historic drains) are present in that location. In discussion with Rogers’ representatives, the process would be as follows: • Receive support from Council for the location, subject to certain criteria • Finalize a draft Lease Agreement • Rogers to submit Siting Justification and Site Plan for internal review and comment • Rogers to complete Federal public notice and comment period in accordance with applicable telecommunications standards • Municipal concurrence to be presented to Council – Agreement presented for adoption at this time At this time, staff are presenting this Report as the first step in the process and are seeking support for the communication tower at the Straffordville Fire Hall. ATTACHMENTS 1. Map – Proposed tower location – Communication Tower – Straffordville Fire Hall – 55764 3rd Street, Straffordville RECOMMENDATION 1. THAT Report CAO-33/23 re Rogers Communication Tower – Straffordville Fire Hall – 55764 3rd Street, Straffordville be received for information; 2. AND THAT the Council of The Corporation of the Municipality of Bayham are supportive of the northwest corner of the Straffordville Fire Hall property, being 55764 3rd Street, Straffordville, for use as a site for a Roger Communications Tower, subject to the provision of a complete Siting Justification Report and Site Plan, completion of the Federal statutory public notice and comment period, and presentation of a satisfactory Lease Agreement to be reviewed and authorized by Council. Respectfully Submitted by: Thomas Thayer, CMO, AOMC CAO|Clerk Figure 1 – Proposed tower location – 55764 3rd Street, Straffordville. REPORT CAO TO: Mayor & Members of Council FROM: Thomas Thayer, CMO, CAO|Clerk DATE: May 18, 2023 REPORT: CAO-34/23 SUBJECT: AGREEMENT – PROMOTION AND EDUCATION MATERIALS FOR BLUE BOX TRANSITION – CIRCULAR MATERIALS ONTARIO BACKGROUND At its August 18, 2022 meeting, Council received Report CAO-40/22 re 2023 Blue Box Transition and passed the following motion: Moved by: Deputy Mayor Weisler Seconded by: Councillor Chilcott THAT Report CAO-40/22 re 2023 Blue Box Transition be received for information; AND THAT the Council of The Corporation of the Municipality of Bayham hereby opt out of the option to provide continuation of existing collection services during transition period from July 2023 to December 2025 and allow Producer Responsibility Organizations to take over provision of recycling services effective July 1, 2023. The Municipality was advised in December 2022 that Norfolk Disposal was awarded the RFP for blue box services in Bayham until the end of 2025, with the option to continue as a sub-contractor through Miller Waste for an additional ten (10)-year period. Annually, the Municipality issues a waste collection calendar to accompany billing to advise residents of various streams of waste collection. DISCUSSION Circular Materials Ontario (CMO) has taken over administration of the province’s blue box collection and is overseeing the provision of service, commencing July 1, 2023, in Bayham with Norfolk Disposal as its contractor. During their initial meetings with opt-out communities, CMO learned that many waste collection calendars/guides are joint with other waste streams, such as garbage or leaf/yard waste collection. In order to ensure there is no disruption to the communications residents are used to receiving during the transition period, CMO has suggested that opt-out communities continue to manage their calendars/guides with support from CMO. A draft Agreement with CMO for this service is attached, where Bayham would continue to issue waste collection calendars to support the blue box program and CMO would compensate Bayham at $0.35/household to support the design, development, printing and/or mailing of waste calendars and guides. Bayham would receive $1,021/year through this Agreement in support of issuing waste calendars to 2,917 households. As we already produce a waste calendar with general collection information and Norfolk Disposal is continuing as the area contractor for recycling curbside pick-up, staff recommend adoption of this Agreement. ATTACHMENTS 1. Agreement – Circular Materials Ontario / Bayham – Recycling Promotion and Education RECOMMENDATION 1. THAT Report CAO-34/23 re Agreement – Promotion and Education Materials for Blue Box Transition – Circular Materials Ontario be received for information; 2. AND THAT Council agrees to enter into an agreement with Circular Materials Ontario for the preparation and distribution of recycling calendars to support the curbside recycling program; 3. AND THAT the appropriate authorizing by-law be brought forward for Council’s consideration. Respectfully Submitted by: Thomas Thayer, CMO, AOMC CAO|Clerk 2023.03.10 AGREEMENT for ELIGIBLE COMMUNITY PROMOTION AND EDUCATION (NO COLLECTION SERVICES) 2023.03.10 This agreement (this “Agreement”) is entered into as of ____________________, (“Effective Date”) Between Municipality of Bayham, a corporation incorporated under the laws of Ontario, having a place of business at 56169 Heritage Line, PO Box 160, Straffordville ON, N0J 1Y0, (“Contractor”) And Circular Materials, a federal not-for-profit corporation, having a place of business at 1 St. Clair Avenue West, Suite 700, Toronto ON, M4V 1K6, operating as Circular Materials Ontario (“CMO”) RECITALS WHEREAS, CMO is the administrator of the common collection system for Blue Box Material; and WHEREAS, CMO issued an offer to the Contractor in connection with the promotion and education of Blue Box Material and related services; and WHEREAS, Contractor and CMO (each a “Party”, and collectively the “Parties”) jointly desire to enter into this Agreement respecting the promotion and education of Blue Box Material and related services for the Eligible Community listed in Exhibit 3; and WHEREAS the Contractor agrees to provide the Work in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties acknowledge and agree to all covenants, terms and conditions as stipulated in this Agreement, as follows: [Remainder of Page Intentionally Left Blank] 3 2023.03.10 EXHIBIT 1: SCOPE OF WORK AND OTHER PROVISIONS ARTICLE 1 DEFINITIONS 1.1 Definitions “BLUE BOX MATERIAL” has the meaning set out in the Regulation. “COLLECTION SERVICES” means the work required for the collection, or receipt in the case of a depot, of Blue Box Material from an Eligible Source located within an Eligible Community and delivery of the collected Blue Box Material to a RF. “ELIGIBLE COMMUNITY” has the meaning set out in the Regulation. “ELIGIBLE SOURCES” means, collectively, (i) eligible sources as defined in the Regulation and (ii) sources agreed by the Parties to be eligible sources for the purposes of the Agreement. “FACILITY” has the meaning set out in the Regulation. “HOUSEHOLD” means (i) a Residence, (ii) a dwelling unit contained within the type of Facility described by section (a) of the definition of “facility” in the Regulation and (iii) households agreed by the Parties to be households for the purposes of the Agreement (including the households referred to in Exhibit 2). “NON-BLUE BOX MATERIAL” means material that is not Blue Box Material “PROMOTION AND EDUCATION MATERIAL” means promotion and education materials developed by CMO or the Contractor in respect of the Blue Box Material. “RECEIVING FACILITY” or “RF” means any facility designated by CMO as the point where the entity delivering Collection Services is to unload Blue Box Material, including any alternate facilities identified by CMO for use when an RF is unable to accept Blue Box Material. “REGULATION” means Ontario Regulation 391/21 under the (Ontario) Resource Recovery and Circular Economy Act, 2016. “RESIDENCE” has the meaning set out in the Regulation. “SERVICE COMMENCEMENT DATE” means the applicable date on which the Work commences in an Eligible Community. “WORK” means the performance of services including the supply of all materials, equipment, labour, facilities, supervision, services, permits, licenses, or approvals required to complete the Contractor’s obligations under this Agreement. 4 2023.03.10 ARTICLE 2 TERM 2.1 Term This Agreement will commence on the Service Commencement Date and its initial term will continue until December 31, 2025 unless terminated as set out in Article 4. CMO and the Contractor, by mutually written agreement, may extend this Agreement for up to three (3) further periods of one (1) year each. The initial term and any such additional term or terms are herein referred to as the “Term”. ARTICLE 3 PROMOTION AND EDUCATION SERVICES 3.1 Promotion and Education Services (a) The Contractor shall have responsibility for executing the following promotion and education activities, as applicable, for Households identified in Exhibit 4 (“Promotion and Education Activities”): • Waste guides and calendars • Waste website widgets and related mobile apps. (b) Where the Contractor is providing waste guides and calendars, the Contractor will have responsibility for: (A) the development, design, printing, and distribution of the waste guides and calendars to Households. (B) providing persons associated with Households information about Collection Services, including: • the days and times that Collection Services are provided; • a list of Blue Box Material that may be deposited into blue box receptacles; • a list of materials that may not be deposited into blue box receptacles; • a description of how blue box receptacles can be replaced, or how additional blue box receptacles can be requested; and • the telephone number and email address of the Contractor delivering Collection Services at which persons may receive responses to questions or concerns relating to Collection Services. (c) Where the Contractor is managing waste website widgets and related mobile apps, the Contractor will have responsibility for: (A) Maintaining all subscription requirements; (B) Managing any Non-Blue Box Material-related content and information, as applicable; and (C) Providing CMO with a login account to allow CMO staff to manage content related to Blue Box Material. 5 2023.03.10 (d) Contractor is to provide Promotion and Education Activities are at a standard similar to or exceeding the standard of Promotion and Education Activities prior to the Service Commencement Date. (e) CMO shall not be obligated to join or instigate litigation to protect the right of the Contractor. The Contractor may independently enforce its rights under this Agreement against third party violators, including but not limited to seeking injunctive relief. ARTICLE 4 TERMINATION 4.1 Without prejudice to any other right or remedy CMO may have under this Agreement, CMO may terminate this Agreement, as follows: (a) If there is a Legislative Change, immediately, upon written notice being provided to the Contractor; or (b) If Contractor fails to deliver the Promotion and Education Activities set out in Section 3.1 or the standard of such Promotion and Education Activities falls below the standard prior to the Service Commencement date and does not rectify the failure within 30 calendar days of receipt of notice thereof from CMO. 4.2 Either Party may, at any time and without cause, terminate this Agreement for convenience upon giving the other Party 180 days’ written notice (or such shorter amount of notice if agreed in writing by the other Party). ARTICLE 5 STANDARD CONDITIONS 5.1 Governing Laws This Agreement will be interpreted and governed by the laws of the Province of Ontario. 5.2 Compliance with Laws and Permits (a) The Contractor shall comply in all material respects with Applicable Laws and shall perform and complete the Work, and cause the Work to be performed and completed, in accordance with and in compliance with all Applicable Laws, including all Applicable Laws related to the environment and health and safety. If there is a conflict between the standards required by Applicable Laws, then Contractor shall perform and complete the Work in compliance with the higher or more rigorous standard. (b) The Contractor shall obtain, and shall ensure Subcontractors obtain, all permits, permissions, licences, and approvals required to perform the Work. 5.3 Assignment This Agreement enures to the benefit of and is binding upon the Contractor and CMO and their successors and permitted assigns. The Contractor shall not assign, transfer (including a change in control of Contractor), convey or otherwise dispose of this Agreement, including any rights or obligations under this Agreement, or its power to execute such Agreement, without the prior written consent of CMO. 6 2023.03.10 5.4 Contractor to Make Examinations The Contractor has made its own examination, investigation, and research regarding proper methods of providing the Work and all conditions affecting the Work under this Agreement, and the labour, equipment and materials needed thereon, and the quantity of the work to be performed. The Contractor agrees that it has satisfied itself based on its own investigation and research regarding all such conditions, that its conclusion to enter into this Agreement was based upon such investigation and research, and that it shall make no claim against CMO because of any of the estimates, statements or interpretations made by any officer or agent of CMO that may be erroneous. 5.5 Changes to Agreement (a) Changes to this Agreement may only be made in writing signed by duly authorized representatives of both Parties. (b) Except as otherwise expressly stated in this Agreement, no amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing and signed by an authorized representative of each Party. Notwithstanding the foregoing, CMO may propose any revisions to this Agreement necessary to comply with amendments to the Regulation or other notices, interpretations, rulings, directives or other communications issued pursuant to the Regulation (collectively, “Communications”), and CMO will provide the Contractor with written notice of such proposed revisions as soon as reasonably practicable. CMO shall make commercially reasonable efforts to consider and respond to reasonable written feedback related to such revisions received from the Contractor within thirty (30) calendar days of receiving such feedback. 5.6 Conflicts and Omissions (a) Neither Party to this Agreement shall take advantage of any apparent error or omission in this Agreement. Any Work not herein specified which is necessary for the proper performance and completion of any Work contemplated, which may be implied as included in this Agreement, shall be done by the Contractor as if such Work had been specified and shall not be construed as a variation of the Work. (b) If the Contractor discovers any provision in this Agreement which is contrary to, or inconsistent with any Applicable Law, the Contractor shall forthwith report the inconsistency or conflict to CMO in writing and shall not perform the Work impacted by such inconsistency or conflict until it receives instructions from CMO. 5.7 Duty to Notify If the Contractor becomes aware of any problem and/or condition which may adversely affect the performance of the Work, or the ability of the Contractor to conform with any requirements for the term of this Agreement, then the Contractor shall promptly, and in no event more than two (2) Business Days after becoming aware of same, notify CMO, in writing, of such occurrence and of the nature of the relevant problem or condition in sufficient detail to permit CMO to understand the nature and scope thereof. In any event, the Contractor will provide such written progress reports to CMO as reasonably requested by CMO but not less frequently than monthly unless otherwise agreed to in writing by CMO. 7 2023.03.10 5.8 Severability (a) If, for any reason, any part, term, or provision of this Agreement is held by a court of the Province of Ontario to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular provision held to be invalid. (b) If it should appear that any provision hereof conflicts with any statutory provision of the Province of Ontario or Government of Canada, said provision, which may conflict therewith, shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 5.9 Further Assurances Each Party shall, at its expense, do, execute and deliver, or cause to be done, executed and delivered, such further acts and documents as the other Party may reasonably request from time to time for the purpose of giving effect to this Agreement or carrying out the intention or facilitating the performance of the terms of this Agreement. 5.10 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original and which, taken together, shall constitute one and the same instrument. Each counterpart of this Agreement may be executed by electronic signature. CMO and the Contractor shall execute and deliver such further and other documents and do and perform such further and other acts or things as may be necessary or desirable to give full effect to this Agreement. 5.11 Notice Unless expressly stated otherwise, any notice, request, consent, claim, demand, waiver or other communication required or permitted to be given in connection with this Agreement must be given in writing and will be given by hand or sent by courier or emailed, in each case addressed as follows, and will be deemed to have been received on the day of receipt if by hand or courier, or if given by email three (3) business days after confirmation of email transmission. To CMO: Circular Materials Ontario 1 St. Clair Avenue West, Suite 700 Toronto, ON M4V 1K6 Attention: Jennifer James, Director, Marketing & Communications – Eastern Canada Email: operations@circularmaterials.ca To Contractor: Municipality of Bayham 56169 Heritage Line, PO Box 160 Straffordville, ON, N0J 1Y0 Attention: Thomas Thayer Email: tthayer@bayham.on.ca 8 2023.03.10 IN WITNESS WHEREOF, the terms and conditions of this Agreement are acknowledged and agreed to by the Parties as of the date first listed above. Municipality of Bayham By: Name: Title: By: Name: Title: We have authority to bind the Contractor. Circular Materials Ontario By: Name: Allen Langdon Title: CEO I have authority to bind CMO 9 2023.03.10 EXHIBIT 2: HOUSEHOLDS RECEIVING COLLECTION SERVICES Eligible Community Number of Households Receiving Collection Services Municipality of Bayham 2,917 *NOTE: The number of Households for multi-family buildings is determined by the number of dwelling units located within the applicable multi-family building. **NOTE: CMO holds no responsibility or liability for actual information that is different from the information presented in this Exhibit. 10 2023.03.10 EXHIBIT 3: SERVICE COMMENCEMENT DATE The table included below lists the Service Commencement Date when services, forming the Work described by this Agreement, are to commence in each Eligible Community. Eligible Community Service Commencement Date Municipality of Bayham 2023-07-01 11 2023.03.10 EXHIBIT 4: COMPENSATION 1.1 In consideration for Contractor’s performance of the Promotion and Education Activities, CMO will pay Contractor the Unit Price for the applicable Promotion and Education Activities selected (as indicated by an x in the associated check box) in the table below: Promotion and Education Activities Unit Price per Year $ per Household Receiving Collection Services Waste guides and calendars $0.35 Waste website widgets and mobile apps $0.15 1.2 For clarity, the number of Households listed in Exhibit 2 shall be used in the calculation of the Unit Price even if the number of Households listed in Exhibit 2 is not the actual number of Households at the start of the applicable calendar year. 1.3 All amounts are in Canadian funds. 1.4 Documentation and Payment (a) The payment provided by CMO as identified in this Exhibit must only be used with respect to Blue Box Material and may not be used for any Promotion and Education Activities for non-Blue Box Material (i.e garbage, organics, etc.). (b) CMO may issue a purchase order in respect of the Agreement. Any such purchase order shall be solely for the convenience of CMO and, notwithstanding any of the provisions set out in such purchase order, shall not create any binding obligations of either CMO or the Contractor or in any way be deemed to supersede or amend this Agreement or be considered to form part of this Agreement. (c) CMO shall pay the amount due under Section 1.1 on January 31 of each year during the Term of this Agreement. Where the Contractor’s Service Commencement Date falls on a date other than January 1st, the Unit Price for the first payment will be calculated as follows: Unit Price in the table in Section 1.1 divided by twelve (12) and multiplied by the number of full months between the Service Commencement Date and December 31. (d) Where the Contractor disputes the amount of a payment, the Contractor shall issue a written notice to CMO describing the reasons for the disputed amount. (e) The Contractor shall inform CMO of any payment errors that result in payment errors by CMO in a timely manner by issuing a written notice informing CMO of the credit necessary to correct such error in the next payment or, if the overpayment is in respect of the last payment, by issuing a refund to CMO within thirty (30) calendar days. 1.5 Taxes (a) Except for the applicable Value Added Taxes payable by CMO, all taxes, including any sales, use, excise and similar value added taxes, however denominated or measured, imposed upon the price or compensation under this Agreement, or upon the Work provided hereunder or thereunder, or based on or measured by gross receipts or net income, or measured by wages, salaries or other remuneration of the Contractor’s employees, will be solely the responsibility 12 2023.03.10 of the Contractor. The Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. (b) The Contractor is a registrant within the meaning of Part IX of the Excise Tax Act and shall provide CMO with its harmonized sales tax (“HST”) number. 1.6 Monies Due to CMO In the event there are any monies payable to CMO by the Contractor under the terms of this Agreement, CMO shall invoice the Contractor for such amounts and the Contractor shall pay such amounts to CMO in accordance with such invoice. THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2023-044 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND CIRCULAR MATERIALS ONTARIO FOR THE PROMOTION AND EDUCATION OF BLUE BOX MATERIAL AND RELATED SERVICES WHEREAS section 8(1) of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, grants a broad scope of powers to municipalities to govern their affairs as they consider appropriate; AND WHEREAS Circular Materials Ontario has taken over administration of the province’s blue box collection commencing July 1, 2023; AND WHEREAS the Council of the Corporation of the Municipality of Bayham opted out of the option to provide continuation of existing collection services during transition period from July 2023 to December 2025 and allow Producer Responsibility Organizations to take over provision of recycling services effective July 1, 2023; AND WHEREAS Norfolk Disposal was awarded the RFP for blue box services in Bayham until the end of 2025; AND WHEREAS the Municipality issues a waste collection calendar to accompany billing to advise residents of various streams of waste collection; AND WHEREAS Circular Materials Ontario has suggested that opt-out communities continue to manage their own promotional material with support from Circular Materials Ontario; AND WHEREAS the Council of the Corporation of the Municipality of Bayham is desirous of entering into an agreement with Circular Materials Ontario for the promotion and education of Blue Box Material and related services; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule “A” and forming part of this by-law between The Corporation of the Municipality of Bayham and Circular Materials Ontario being an agreement respecting the promotion and education of Blue Box Material and related services; 2. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 18th DAY OF MAY, 2023. ___________________________ _____________________________ MAYOR CLERK 2023.03.10 AGREEMENT for ELIGIBLE COMMUNITY PROMOTION AND EDUCATION (NO COLLECTION SERVICES) 2023.03.10 This agreement (this “Agreement”) is entered into as of ____________________, (“Effective Date”) Between Municipality of Bayham, a corporation incorporated under the laws of Ontario, having a place of business at 56169 Heritage Line, PO Box 160, Straffordville ON, N0J 1Y0, (“Contractor”) And Circular Materials, a federal not-for-profit corporation, having a place of business at 1 St. Clair Avenue West, Suite 700, Toronto ON, M4V 1K6, operating as Circular Materials Ontario (“CMO”) RECITALS WHEREAS, CMO is the administrator of the common collection system for Blue Box Material; and WHEREAS, CMO issued an offer to the Contractor in connection with the promotion and education of Blue Box Material and related services; and WHEREAS, Contractor and CMO (each a “Party”, and collectively the “Parties”) jointly desire to enter into this Agreement respecting the promotion and education of Blue Box Material and related services for the Eligible Community listed in Exhibit 3; and WHEREAS the Contractor agrees to provide the Work in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties acknowledge and agree to all covenants, terms and conditions as stipulated in this Agreement, as follows: [Remainder of Page Intentionally Left Blank] 3 2023.03.10 EXHIBIT 1: SCOPE OF WORK AND OTHER PROVISIONS ARTICLE 1 DEFINITIONS 1.1 Definitions “BLUE BOX MATERIAL” has the meaning set out in the Regulation. “COLLECTION SERVICES” means the work required for the collection, or receipt in the case of a depot, of Blue Box Material from an Eligible Source located within an Eligible Community and delivery of the collected Blue Box Material to a RF. “ELIGIBLE COMMUNITY” has the meaning set out in the Regulation. “ELIGIBLE SOURCES” means, collectively, (i) eligible sources as defined in the Regulation and (ii) sources agreed by the Parties to be eligible sources for the purposes of the Agreement. “FACILITY” has the meaning set out in the Regulation. “HOUSEHOLD” means (i) a Residence, (ii) a dwelling unit contained within the type of Facility described by section (a) of the definition of “facility” in the Regulation and (iii) households agreed by the Parties to be households for the purposes of the Agreement (including the households referred to in Exhibit 2). “NON-BLUE BOX MATERIAL” means material that is not Blue Box Material “PROMOTION AND EDUCATION MATERIAL” means promotion and education materials developed by CMO or the Contractor in respect of the Blue Box Material. “RECEIVING FACILITY” or “RF” means any facility designated by CMO as the point where the entity delivering Collection Services is to unload Blue Box Material, including any alternate facilities identified by CMO for use when an RF is unable to accept Blue Box Material. “REGULATION” means Ontario Regulation 391/21 under the (Ontario) Resource Recovery and Circular Economy Act, 2016. “RESIDENCE” has the meaning set out in the Regulation. “SERVICE COMMENCEMENT DATE” means the applicable date on which the Work commences in an Eligible Community. “WORK” means the performance of services including the supply of all materials, equipment, labour, facilities, supervision, services, permits, licenses, or approvals required to complete the Contractor’s obligations under this Agreement. 4 2023.03.10 ARTICLE 2 TERM 2.1 Term This Agreement will commence on the Service Commencement Date and its initial term will continue until December 31, 2025 unless terminated as set out in Article 4. CMO and the Contractor, by mutually written agreement, may extend this Agreement for up to three (3) further periods of one (1) year each. The initial term and any such additional term or terms are herein referred to as the “Term”. ARTICLE 3 PROMOTION AND EDUCATION SERVICES 3.1 Promotion and Education Services (a) The Contractor shall have responsibility for executing the following promotion and education activities, as applicable, for Households identified in Exhibit 4 (“Promotion and Education Activities”): • Waste guides and calendars • Waste website widgets and related mobile apps. (b) Where the Contractor is providing waste guides and calendars, the Contractor will have responsibility for: (A) the development, design, printing, and distribution of the waste guides and calendars to Households. (B) providing persons associated with Households information about Collection Services, including: • the days and times that Collection Services are provided; • a list of Blue Box Material that may be deposited into blue box receptacles; • a list of materials that may not be deposited into blue box receptacles; • a description of how blue box receptacles can be replaced, or how additional blue box receptacles can be requested; and • the telephone number and email address of the Contractor delivering Collection Services at which persons may receive responses to questions or concerns relating to Collection Services. (c) Where the Contractor is managing waste website widgets and related mobile apps, the Contractor will have responsibility for: (A) Maintaining all subscription requirements; (B) Managing any Non-Blue Box Material-related content and information, as applicable; and (C) Providing CMO with a login account to allow CMO staff to manage content related to Blue Box Material. 5 2023.03.10 (d) Contractor is to provide Promotion and Education Activities are at a standard similar to or exceeding the standard of Promotion and Education Activities prior to the Service Commencement Date. (e) CMO shall not be obligated to join or instigate litigation to protect the right of the Contractor. The Contractor may independently enforce its rights under this Agreement against third party violators, including but not limited to seeking injunctive relief. ARTICLE 4 TERMINATION 4.1 Without prejudice to any other right or remedy CMO may have under this Agreement, CMO may terminate this Agreement, as follows: (a) If there is a Legislative Change, immediately, upon written notice being provided to the Contractor; or (b) If Contractor fails to deliver the Promotion and Education Activities set out in Section 3.1 or the standard of such Promotion and Education Activities falls below the standard prior to the Service Commencement date and does not rectify the failure within 30 calendar days of receipt of notice thereof from CMO. 4.2 Either Party may, at any time and without cause, terminate this Agreement for convenience upon giving the other Party 180 days’ written notice (or such shorter amount of notice if agreed in writing by the other Party). ARTICLE 5 STANDARD CONDITIONS 5.1 Governing Laws This Agreement will be interpreted and governed by the laws of the Province of Ontario. 5.2 Compliance with Laws and Permits (a) The Contractor shall comply in all material respects with Applicable Laws and shall perform and complete the Work, and cause the Work to be performed and completed, in accordance with and in compliance with all Applicable Laws, including all Applicable Laws related to the environment and health and safety. If there is a conflict between the standards required by Applicable Laws, then Contractor shall perform and complete the Work in compliance with the higher or more rigorous standard. (b) The Contractor shall obtain, and shall ensure Subcontractors obtain, all permits, permissions, licences, and approvals required to perform the Work. 5.3 Assignment This Agreement enures to the benefit of and is binding upon the Contractor and CMO and their successors and permitted assigns. The Contractor shall not assign, transfer (including a change in control of Contractor), convey or otherwise dispose of this Agreement, including any rights or obligations under this Agreement, or its power to execute such Agreement, without the prior written consent of CMO. 6 2023.03.10 5.4 Contractor to Make Examinations The Contractor has made its own examination, investigation, and research regarding proper methods of providing the Work and all conditions affecting the Work under this Agreement, and the labour, equipment and materials needed thereon, and the quantity of the work to be performed. The Contractor agrees that it has satisfied itself based on its own investigation and research regarding all such conditions, that its conclusion to enter into this Agreement was based upon such investigation and research, and that it shall make no claim against CMO because of any of the estimates, statements or interpretations made by any officer or agent of CMO that may be erroneous. 5.5 Changes to Agreement (a) Changes to this Agreement may only be made in writing signed by duly authorized representatives of both Parties. (b) Except as otherwise expressly stated in this Agreement, no amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing and signed by an authorized representative of each Party. Notwithstanding the foregoing, CMO may propose any revisions to this Agreement necessary to comply with amendments to the Regulation or other notices, interpretations, rulings, directives or other communications issued pursuant to the Regulation (collectively, “Communications”), and CMO will provide the Contractor with written notice of such proposed revisions as soon as reasonably practicable. CMO shall make commercially reasonable efforts to consider and respond to reasonable written feedback related to such revisions received from the Contractor within thirty (30) calendar days of receiving such feedback. 5.6 Conflicts and Omissions (a) Neither Party to this Agreement shall take advantage of any apparent error or omission in this Agreement. Any Work not herein specified which is necessary for the proper performance and completion of any Work contemplated, which may be implied as included in this Agreement, shall be done by the Contractor as if such Work had been specified and shall not be construed as a variation of the Work. (b) If the Contractor discovers any provision in this Agreement which is contrary to, or inconsistent with any Applicable Law, the Contractor shall forthwith report the inconsistency or conflict to CMO in writing and shall not perform the Work impacted by such inconsistency or conflict until it receives instructions from CMO. 5.7 Duty to Notify If the Contractor becomes aware of any problem and/or condition which may adversely affect the performance of the Work, or the ability of the Contractor to conform with any requirements for the term of this Agreement, then the Contractor shall promptly, and in no event more than two (2) Business Days after becoming aware of same, notify CMO, in writing, of such occurrence and of the nature of the relevant problem or condition in sufficient detail to permit CMO to understand the nature and scope thereof. In any event, the Contractor will provide such written progress reports to CMO as reasonably requested by CMO but not less frequently than monthly unless otherwise agreed to in writing by CMO. 7 2023.03.10 5.8 Severability (a) If, for any reason, any part, term, or provision of this Agreement is held by a court of the Province of Ontario to be illegal, void or unenforceable, the validity of the remaining provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular provision held to be invalid. (b) If it should appear that any provision hereof conflicts with any statutory provision of the Province of Ontario or Government of Canada, said provision, which may conflict therewith, shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be deemed modified to conform to such statutory provisions. 5.9 Further Assurances Each Party shall, at its expense, do, execute and deliver, or cause to be done, executed and delivered, such further acts and documents as the other Party may reasonably request from time to time for the purpose of giving effect to this Agreement or carrying out the intention or facilitating the performance of the terms of this Agreement. 5.10 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original and which, taken together, shall constitute one and the same instrument. Each counterpart of this Agreement may be executed by electronic signature. CMO and the Contractor shall execute and deliver such further and other documents and do and perform such further and other acts or things as may be necessary or desirable to give full effect to this Agreement. 5.11 Notice Unless expressly stated otherwise, any notice, request, consent, claim, demand, waiver or other communication required or permitted to be given in connection with this Agreement must be given in writing and will be given by hand or sent by courier or emailed, in each case addressed as follows, and will be deemed to have been received on the day of receipt if by hand or courier, or if given by email three (3) business days after confirmation of email transmission. To CMO: Circular Materials Ontario 1 St. Clair Avenue West, Suite 700 Toronto, ON M4V 1K6 Attention: Jennifer James, Director, Marketing & Communications – Eastern Canada Email: operations@circularmaterials.ca To Contractor: Municipality of Bayham 56169 Heritage Line, PO Box 160 Straffordville, ON, N0J 1Y0 Attention: Thomas Thayer Email: tthayer@bayham.on.ca 8 2023.03.10 IN WITNESS WHEREOF, the terms and conditions of this Agreement are acknowledged and agreed to by the Parties as of the date first listed above. Municipality of Bayham By: Name: Title: By: Name: Title: We have authority to bind the Contractor. Circular Materials Ontario By: Name: Allen Langdon Title: CEO I have authority to bind CMO 9 2023.03.10 EXHIBIT 2: HOUSEHOLDS RECEIVING COLLECTION SERVICES Eligible Community Number of Households Receiving Collection Services Municipality of Bayham 2,917 *NOTE: The number of Households for multi-family buildings is determined by the number of dwelling units located within the applicable multi-family building. **NOTE: CMO holds no responsibility or liability for actual information that is different from the information presented in this Exhibit. 10 2023.03.10 EXHIBIT 3: SERVICE COMMENCEMENT DATE The table included below lists the Service Commencement Date when services, forming the Work described by this Agreement, are to commence in each Eligible Community. Eligible Community Service Commencement Date Municipality of Bayham 2023-07-01 11 2023.03.10 EXHIBIT 4: COMPENSATION 1.1 In consideration for Contractor’s performance of the Promotion and Education Activities, CMO will pay Contractor the Unit Price for the applicable Promotion and Education Activities selected (as indicated by an x in the associated check box) in the table below: Promotion and Education Activities Unit Price per Year $ per Household Receiving Collection Services Waste guides and calendars $0.35 Waste website widgets and mobile apps $0.15 1.2 For clarity, the number of Households listed in Exhibit 2 shall be used in the calculation of the Unit Price even if the number of Households listed in Exhibit 2 is not the actual number of Households at the start of the applicable calendar year. 1.3 All amounts are in Canadian funds. 1.4 Documentation and Payment (a) The payment provided by CMO as identified in this Exhibit must only be used with respect to Blue Box Material and may not be used for any Promotion and Education Activities for non-Blue Box Material (i.e garbage, organics, etc.). (b) CMO may issue a purchase order in respect of the Agreement. Any such purchase order shall be solely for the convenience of CMO and, notwithstanding any of the provisions set out in such purchase order, shall not create any binding obligations of either CMO or the Contractor or in any way be deemed to supersede or amend this Agreement or be considered to form part of this Agreement. (c) CMO shall pay the amount due under Section 1.1 on January 31 of each year during the Term of this Agreement. Where the Contractor’s Service Commencement Date falls on a date other than January 1st, the Unit Price for the first payment will be calculated as follows: Unit Price in the table in Section 1.1 divided by twelve (12) and multiplied by the number of full months between the Service Commencement Date and December 31. (d) Where the Contractor disputes the amount of a payment, the Contractor shall issue a written notice to CMO describing the reasons for the disputed amount. (e) The Contractor shall inform CMO of any payment errors that result in payment errors by CMO in a timely manner by issuing a written notice informing CMO of the credit necessary to correct such error in the next payment or, if the overpayment is in respect of the last payment, by issuing a refund to CMO within thirty (30) calendar days. 1.5 Taxes (a) Except for the applicable Value Added Taxes payable by CMO, all taxes, including any sales, use, excise and similar value added taxes, however denominated or measured, imposed upon the price or compensation under this Agreement, or upon the Work provided hereunder or thereunder, or based on or measured by gross receipts or net income, or measured by wages, salaries or other remuneration of the Contractor’s employees, will be solely the responsibility 12 2023.03.10 of the Contractor. The Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. (b) The Contractor is a registrant within the meaning of Part IX of the Excise Tax Act and shall provide CMO with its harmonized sales tax (“HST”) number. 1.6 Monies Due to CMO In the event there are any monies payable to CMO by the Contractor under the terms of this Agreement, CMO shall invoice the Contractor for such amounts and the Contractor shall pay such amounts to CMO in accordance with such invoice.