By-Law No. 68-2023 to Authorize the Execution of a Waste Services Agreement with Belleville, Quinte West and other member municipalities — full text

This is an automated transcription (OCR) of the captured official document — minor recognition errors are possible; the source document governs. Snapshot e634b52d3ee5 · verified 2026-08-23 · original document · archived snapshot · unofficial consolidation, the official version is held by the municipal clerk.

## THE CORPORATION OF THE COUNTY OF PRINCE EDWARD ## BY-LAW NO. 68-2023 A BY-LAW AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE CORPORATION OF THE COUNTY OF PRINCE EDWARD AND THE CORPORATION OF THE CITY OF BELLEVILLE, THE COPORATION OF THE CITY OF QUINTE WEST, THE CORPORATION OF THE MUNICIPALITY OF CENTRE HASTINGS, THE CORPORATION OF THE MUNICIPALITY OF MARMORA AND LAKE, THE CORPORATION OF THE MUNICIPALITY OF TWEED, THE CORPORATION OF THE TOWNSHIP OF TYENDINAGA, THE TOWNSHIP OF STIRLING-RAWDON AND THE CORPORATION OF THE TOWNSHIP OF MADOC FOR WASTE SERVICES (Waste Services) WHEREAS the Municipal Act, 2001, S.O. 2001, c.25 as amended, Section 11 (1) (3) a single-tier municipality may pass by-laws respecting matters regarding waste management; AND WHEREAS the said Municipal Act, Section 20(1), provides that a municipality may enter into an agreement with one or more municipalities for their joint benefit, any matter which all of them have the power to provide within their own boundaries; AND WHEREAS the said Municipal Act, Section 202 (1) provides that two or more municipalities may enter into agreements to establish a joint municipal service board and to provide for those matters which, in the opinion of the participating municipalities, are necessary or desirable to facilitate the establishment and operation of the joint municipal service board; AND WHEREAS the parties hereto wish to address their waste management needs on a collective and an area wide basis and to form one joint board of management to administer, operate and manage various municipal waste services from time to time on behalf of the parties; NOW THEREFORE the Council of The Corporation of the County of Prince Edward enacts as follows; 1. THAT the Agreement annexed hereto as Schedule 'A' to this by-law between The Corporation of the County of Prince Edward and The Corporation of the City of Belleville, The Corporation of the City of Quinte West, The Corporation of Municipality of Centre Hastings, The Corporation of the Municipality of Marmora and Lake, The Corporation of the Municipality of Tweed, The Corporation of the Township of Tyendinaga, The Corporation of the Township of Stirling-Rawdon and The Corporation of the Township of Madoc be and the same is hereby approved. 2. THAT the Mayor and the Clerk be and are hereby authorized and directed to execute the agreement. 3. THAT the provisions of this by-law shall come into force and effect on the day of final passing thereof. 4. THAT By-law 4136-2017 be hereby repealed. Read a first, second and a third time and finally passed this 11th day of April, 2023.  CaR Catalina Blumenberg, CLERK  Steve Ferguson, MAYOR  ## THIS AGREEMENT is dated this 1st day of January 2023 BETWEEN: THE CORPORATION OF THE CITY OF BELLEVILLE (hereinafter called "Belleville") PARTY OF THE FIRST PART -and- THE CORPORATION OF THE CITY OF QUINTE WEST (hereinafter called "Quinte West") PARTY OF THE SECOND PART -and- THE CORPORATION OF THE MUNICIPALITY OF CENTRE HASTINGS (hereinafter called "Centre Hastings") PARTY OF THE THIRD PART -and- THE CORPORATION OF THE MUNICIPALITY OF MARMORA AND LAKE (hereinafter called Marmora and PARTY OF THE FOURTH PART -and- THE CORPORATION OF THE MUNICIPALITY OF TWEED (hereinafter called "Tweed") PARTY OF THE FIFTH PART -and- THE CORPORATION OF THE TOWNSHIP OF TYENDINAGA (hereinafter called "Tendinaga") PARTY OF THE SIXTH PART -and- THE CORPORATION OF THE COUNTY OF PRINCE EDWARD (hereinafter called "Prince Edward") PARTY OF THE SEVENTH PART ## -and- THE CORPORATION OF THE TOWNSHIP OF STIRLING-RAWDON (hereinafter called "Stirling-Rawdon") PARTY OF THE EIGHTH PART -and- THE CORPORATION OF THE TOWNSHIP OF MADOC (hereinafter called "Madoc") PARTY OF THE NINTH PART ## RECITALS ## WHEREAS: - (a) The Municipal Act provides, in Section 11 (3) and Sections 74 to 76 inclusive, that by-laws may be passed by the Councils of municipalities relating to "waste management"; - (b) The Municipal Act provides, in Section 202, that two or more municipalities may enter into an agreement to establish a "joint municipal service board" and to provide for those matters which, in the opinion of the participating municipalities, are necessary or desirable to facilitate the establishment and operation of the joint municipal service board; - (c) The Centre and South Hastings Waste Services Board was created as a "local board" under the old Municipal Act, RSO 1990, Chapter M.45 as amended in accordance with the provisions of agreements entered into by the Parties hereto; - (d) The Parties hereto wish to continue to address their waste management needs on a collective, joint and an area wide basis and to establish that the existing Centre and South Hastings Waste Services Board is a "joint municipal service board" under the provisions of the Municipal Act, 2001 to administer, operate and manage various municipal waste services from time to time on behalf of the Parties hereto; - (e) This Agreement has been authorized by by-law of each of the Parties hereto; and - This Agreement supercedes and replaces all previous Agreements between the Parties dealing with the same subject matter. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual terms and conditions herein contained and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each of the Parties hereto) the Parties hereto hereby covenant and agree with each other as follows: ## DEFINITIONS - In this Agreement: - (a) "Board" means the "Centre and South Hastings Waste Services Board" operating as a "joint municipal service board" pursuant to the Municipal Act and in accordance with the terms of this Agreement; - (b) "Municipal Act" shall mean the Municipal Act, 2001 as amended from time to time; - (c) "Waste Diversion Strategy" shall mean a document prepared on or about April 23, 2002 as revised from time to time but excluding a document entitled Waste Management Master Plan, prepared on or about January 14, 1997; - (d) "Waste" includes garbage, refuse, recyclables, domestic waste, industrial solid waste and municipal refuse; - (e) "Waste service(s)" includes but is not limited to recycling activities and services, household hazardous waste and small quantity hazardous waste activities and services, centralized composting programs and back yard composting activities (including "own use" on-site small scale composting activities by businesses, schools and similar institutions), waste reduction/re-use activities and services, providing support services to municipal waste management activities, and includes the collection, removal, transfer, processing, storage, reduction, re-use, recycling and/or disposal of waste; and - (f) "Party" shall mean the municipal corporation that is a Party to this Agreement and "Parties" shall have a corresponding meaning. (Where the provisions of this Agreement require the consent, approval or agreement of a Party or Parties, the consent of each Party shall be evidenced by the passage of a bylaw by the municipal council for such Party. ## TERM 2. This Agreement shall come into force and effect on the 1st day of January, 2023 and shall continue until terminated in accordance with the provisions of this Agreement. Unless otherwise agreed upon in accordance with the provisions of this Agreement, the renewal date of this Agreement will be December 31, 2026. ## TERMINATION AND WITHDRAWAL 3. (a) This Agreement shall not be subject to any right of termination by any Party or Parties unless a minimum of 75% of the Parties to this Agreement have agreed in writing to the termination of this Agreement. The termination of this Agreement shall occur on the 31st day of December in the year subsequent to the year in which agreement is achieved by a minimum of 75% of the Parties to terminate this Agreement unless a minimum of 75% of the Parties to this Agreement agree to an earlier termination date. - (b) The Parties hereto and each of them agree that no Party or Parties to this Agreement shall withdraw or be entitled to withdraw from this Agreement prior to December 31, 2026. - (c) Any Party to this Agreement wishing to withdraw from the to January 1, 2025. Such withdrawal shall take effect on the 31st day of December in the year subsequent to the year in which such notice of termination is given. - (d) Upon the withdrawal of any Party or Parties to this Agreement, the aid withdrawing Party or Parties shall not be entitled to an imbursement or compensation for any monies paid pursuant i the provisions of this Agreement or any prior Board agreement. Further, the said withdrawing Party or Parties shall, upon withdrawal, cease to be a Party to this Agreement and cease to have any representation on the Board. - (e) Notwithstanding the withdrawal of any Party or Parties hereto, this Agreement shall continue in full force and effect unless and until terminated by the remaining Parties as contemplated by the provisions of this Paragraph 3 of this Agreement. Upon the withdrawal of any Party or Parties hereto, the remaining Parties shall make the necessary adjustments to the apportionment of costs. - (f) Notwithstanding the withdrawal of any Party or Parties to this Agreement, the withdrawing Party or Parties shall continue to be responsible and liable to the Board for its respective share of all costs arising or incurred on or before the effective date of withdrawal. - (f) Upon the dissolution of the Board, the net assets (or net proceeds from the sale of the assets) of the Board remaining after the payment of all of the Board's debts, costs, liabilities, obligations, etc. shall be distributed among the Parties hereto who continue to be Parties as of the date of dissolution on a proportionate basis that reflects each Party's relative total financial contribution made to the Board durina the term of this Agreement and pursuant to all previous Board agreements which shall be calculated annually and included as a Note to Financial Statements in the December 31st Audited Financial Statements provided to each Board member every year. ## WASTE DIVERSION STRATEGY 4. (a) The Parties hereto agree that the Waste Diversion Strategy dated April 23, 2002, was approved by each of the Parties hereto at the time of its creation. The Parties acknowledge that the said waste Diversion Strategy contained components such as, but not limited to Blue Box Recycling; Industrial, Commercial and Institutional (IC&I) Program; Exotics; Apartments; Hazardous Waste including Electronics and Fluorescents; Composting (backyard and centralized); Promotion & Education; and Administration and Financial, all as described on Pages 7 to 14 of the said Waste Diversion Strategy. 2. (b) The Parties hereto acknowledge and agree that the Waste Diversion Strategy does not form a part of this Agreement but is a separate document for the use and information of the Board. ## WASTE SERVICES - The Parties hereto acknowledge that one of the purposes of the Soard is to administer, operate and manage on behalf of the Parties hereto those waste services described in Schedules "A" and "B' hereto and such further waste services that are entrusted to the Board by the Parties hereto from time to time. - (b) The Parties hereto acknowledge and agree that the Board has the authority to enter into contracts from time to time for a waste service or services on behalf of the Parties to this Agreement. As a consequence, the Parties hereto and each of them hereby covenant and agree that they shall not take any step or action or authorize any step or action that would be inconsistent with or constitute a breach of any contract entered into by the Board on behalf of the Parties hereto. - (c) Notwithstanding anything in this Paragraph 5 to the contrary, the Board shall not on behalf of all of the Parties hereto enter into a contract with a third Party for the collection and disposal of nonrecyclable garbage without the consent of 100% of the Parties hereto. - (d) Notwithstanding Paragraph 5(c), any Party or Parties to this Agreement may negotiate and enter into agreements with the Board to perform any additional waste service(s) on an individual basis. - (e) All of the Parties hereto shall utilize and participate in the waste services identified in Schedule "A" hereto PROVIDED THAT there shall be some flexibility in the method and manner of utilizing or participating in waste services that reflects the location and size of the various Parties hereto, so long as such flexibility does not 6 detract from the attainment of the waste diversion targets as set by the Board from time to time. - (f) Each of the Parties hereto may decide to utilize the waste services identified in Schedule "B" hereto but such utilization shall not be mandatory. Parties that do not utilize any of the services identified in Schedule "B" hereto shall not be entitled to receive any fees or revenues from the provision of such services and shall not be liable for any financial obligations with respect to same. - (g) Notwithstanding anything in this Agreement to the contrary, the approval of a minimum of 75% of the Parties hereto shall be required prior to the Board commencing any undertaking or activity involving the investigation, study, identification, approval or construction of a landfill site to be jointly owned and/or operated by all the Parties hereto. However, the Parties hereto also acknowledge and agree that nothing in this Agreement shall preclude one or more of the Parties hereto from individually or collectively pursuing the necessary investigations, studies and/or approvals for the use, construction or operation of a landfill site for their own purposes. - (h) The approval of a minimum of 75% of the Parties hereto shall be required prior to the Board commencing any undertaking or activity involving the investigation, study, identification, approval or construction of any waste management site, other than a landfill site, to be jointly owned and operated by all the Parties hereto. ## BOARD OF MANAGEMENT 6. (a) The Parties to this Agreement hereby authorize the continuation of the "Centre & South Hastings Waste Services Board" as a "Joint Municipal Service Board" which shall have the following powers and authorizations, in addition to the other provisions of this Agreement: 2. (i) to administer, operate and manage the waste services listed on Schedules "A" and "B" hereto and such other waste services as are entrusted to the Board by the Parties hereto from time to time; and 3. (ii) to employ and/or terminate the employment of such persons as the Board deems necessary or advisable to assist in the administration of the Board and the operation and management of the waste services entrusted to the Board from time to time; and 4. (iii) to investigate, review, evaluate and recommend to the Parties hereto from time to time appropriate technologies, processes and methods of waste management that will assist the Parties hereto in achieving the waste diversion targets set out in the Waste Diversion Strategy or any approved revisions thereto; and - iv) to implement those portions of the Waste Diversion Strategy or any approved revisions thereto. In that regard, the Board shall have the powers and authorizations described in Paragraph 6(o) of this Agreement; and - (v) subject to the provisions of Paragraph 5(c) of this Agreement, to call for tenders and award contracts for the provision of a waste service or services on behalf of any or all of the Parties hereto; to negotiate and enter into agreements necessary or advisable for the proper administration, operation and management of the waste services entrusted to the Board by the Parties hereto including without limiting the generality of the foregoing, agreements for the collection, disposal, processing, recycling, sorting and/or sale of waste; the lease, purchase and/or sale of land, buildings, equipment, vehicles, machinery, etc.; and - (vi) to enter into one or more contracts) with a municipality or municipalities or with other persons, corporations and other legal entities that are not a Party to this Agreement to provide waste services; and - (vii) to construct, operate and manage any waste management site or sites upon completion of all necessary approvals for - (vili) to prepare and approve an annual budget setting out, inter alia, the estimated operating and capital costs, applicable grants, subsidies and other revenues and establishing the proportionate contribution for each of the Parties hereto in accordance with the terms of this Agreement. The budget as approved by the Board shall be submitted to the Clerk of each of the Parties hereto on or before the 15th day of March in each and every year. The Councils of each of the Parties hereto shall have until the 30th day of April next following to ratify and approve the budget approved by the Board. The Parties hereto agree that notwithstanding anything in this Agreement to the contrary, the said budget shall be deemed to have been approved and ratified and shall be binding on all Parties hereto provided that the Councils of at least 75% of the Parties hereto ratify and approve of the said budget. The Parties hereto acknowledge and agree that in the event that 75% of the Parties hereto do not ratify and approve of the said budget, then the budget shall not be approved and shall be re-submitted to the Board for revision and resubmission to the Parties hereto for approval; and - (ix) Notwithstanding anything in the Agreement to the contrary, the Board shall not make any expenditure in excess of the amounts approved in the budget for a particular waste service unless the approval of such expenditure is obtained from not less than 75% of the Parties hereto, in which case such expenditure shall be deemed to have been ratified and approved by all of the Parties hereto and shall be binding on each of the Parties hereto; and - (x) to create committees as required for such purposes as the Board may specify; and - (xi) to pass a procedure by-law for governing the calling, place and proceedings of meetings of the Board and to amend such by-law from time to time as necessary or desirable; and - (xii) to promote and encourage recycling and all other waste reduction and management activities and services as approved by the Board from time to time; and - (xili) to maintain reasonable records and statistics concerning all aspects of the various waste services entrusted to the Board so as to permit each of the Parties hereto the ability to assess the administration, operation and management by the Board of such services; and - (xv) to keep detailed records and to provide annually, prior to May 15th in each and every year, a detailed accounting of the expenditures and transactions made by the Board during the immediately preceding calendar year to each of the Parties hereto and all such expenditures, transactions and accounts shall be audited in accordance with the requirements of the Municipal Act; and - (xvi) to collect from each of the Parties hereto each Party's share of the costs as provided for in this Agreement; and - (xvii) to pay such monies as are properly due and owing by the Board in accordance with the approved budget; and - (xviii) to adopt and maintain policies with respect to the sale and other disposition of land by the Board; the hiring of employees by the Board; and the procurement of goods and services by the Board; and - (xix) to arrange for such insurance coverage, legal and accounting services as may be necessary or advisable from time to time; - (xx) to establish and use a bank accounts) in the name of the Board at a chartered bank; and - (xxi) to make all appropriate applications and reports on behalf of the Parties hereto and to receive and account for all grants, subsidies and other monies received. - (b) The Board shall be composed of one member from the elected Council of each Party to this Agreement from time to time, each member to be chosen by the respective Councils of such Party. Each member shall be appointed for a term to coincide with the term of the Council appointing such member, but in no event shall a until his or her successor becomes a member of the Board. - (c) The members of the Board shall elect one of themselves as Chairperson and another member as Vice-Chairperson and another as Treasurer. The Chairperson, Vice-Chairperson and Treasurer shall have full voting rights. The Chairperson, Vice-Chairperson and Treasurer shall serve for a term of four (4) years from the date of his or her election or until the term of the Council appointing him or her ends, whichever occurs first, provided always that any person may be reelected to serve for subsequent terms. - (d) Where a member of the Board is absent without just cause for three consecutive meetings of the Board, the Board will so advise that member's Municipal Clerk and may request that a replacement Board member be appointed by the Municipal Council. The member's Municipal Council shall appoint a replacement Board member within thirty (30) days of receipt of such request. - (e) Where a member of the Board ceases to be a member of the Board before or upon the expiration of his or her term, the Council of the Party that appointed such member shall appoint an eligible person to sit as the member of the Board for such Party for the remainder of the unexpired term or the new term, as the case may be. - (f) Each of the Parties hereto may appoint one alternate who shall have the same voting rights as the regular member in the absence of the said regular member at a Board meeting. The Clerk of every Party hereto shall notify the Board of the name of the alternate. - (g) The Board shall meet at least four times per year and otherwise at the call of the Chairperson or any four members of the Board. - (h) The meetings of the Board shall be open to the public except for those meetings or parts of meetings dealing with any of the subject matters described in Section 239 of the Municipal Act. - (i) The Board shall keep minutes of its meetings, which minutes shall be circulated in a timely manner to the Municipal Clerk of each of the Parties hereto, for distribution to members of the Councils of each of the Parties hereto. The Board shall take such further steps as the Board considers necessary in order to ensure that the said Councils are fully informed. - (i) Any two of the Chairperson, Vice-Chairperson and Treasurer shall have signing authority for the Board. - (k) The members of the Board shall not be entitled to any remuneration from the Board except proper "per diem" payments and out-ofpocket expenses for Board authorized attendances at conferences, seminars and/or similar functions, and reimbursement of mileage to attend Board meetings. However, nothing in this paragraph shall preclude the Council of any Party hereto from deciding to pay to its member on the Board such remuneration as the said Council deems appropriate, if any. - (1) The attendance of at least two-thirds of the members of the Board shall constitute a quorum of the Board at any Board meeting. - (m) Voting at Board meetings, if requested as a weighted vote, shall be a recorded weighted vote in accordance with the following: - (A) City of Belleville - 7 votes - (B) City of Quinte West - 7 votes - (C) | Municipality of Centre Hastings - 2 votes - (D) Municipality of Marmora and Lake - 2 votes - (E) Municipality of Tweed - 2 votes - (F) Township of Tyendinaga - 2 votes - (G) County of Prince Edward - 2 votes - (H) Township of Stirling/Rawdon - 2 votes - (1) Township of Madoc - 2 votes The above clause must be changed, if at all, by decision of the Board, and any new proposed voting methodology requires the consent of 100% of the Councils. - (n) All matters or resolutions before the Board shall be decided by a simple majority of the votes cast at a regularly scheduled Board - (o) Subject to the provisions of this Agreement, the Board shall have the power and authority on behalf of the Parties hereto to take all steps and actions as are proper, necessary and/or advisable to: - prepare and submit any application, form or other document and to take all such other steps and actions as are proper, necessary or advisable to obtain all required approvals or permits for any "approved undertaking" (which for the purposes of this Agreement shall mean an undertaking or activity identified in the Waste Diversion Strategy or any revisions approved by the Board thereto from time to time); - (ii) prepare and submit an environmental assessments) for any "approved undertaking" if required by any Provincial or Federal statute or regulation in force from time to time; and - (iii) acquire ownership of lands for any "approved undertaking" or to acquire any interest or right in such lands; and - (iv) enter into agreements with owners of land to provide access to such lands for the purpose of inspection, investigation, testing and similar purposes. All of the foregoing steps and actions shall be taken and all of the foregoing applications shall be made by the Board on behalf of the Parties to this Agreement. The costs incurred in carrying out the steps and actions contemplated by and authorized by this Agreement shall be borne by the Parties hereto in accordance with the terms and provisions of Paragraphs 7(a) and 7(b) of this Agreement, as applicable. - (p) The Board is hereby authorized to retain on behalf of the Parties hereto consultants, advisers, financial auditors and legal counsel to prepare studies and reports, to make applications and representations, and to appear before boards and tribunals in order to obtain the approvals or permits contemplated by the terms of this Agreement. - (q) The Board shall maintain books, records and accounts of all actions, proceedings and matters within its authority, which books, records and accounts shall be available to the Councils of the Parties hereto upon the request of any such Council. ## APPORTIONMENT OF COSTS 7. (a) The Parties to this Agreement agree that all costs of administering, hereto from time to time shall be divided among the Parties hereto in the same proportion that each Party's processed recycling tonnage bears to the total processed recycling tonnage of all Parties hereto. 2. (b) The Parties to this Agreement agree that all costs of administering, operating and managing the waste services listed in Schedule "B" hereto shall be divided among the Parties utilizing such service or services on a basis to be agreed upon by such Parties. Notwithstanding anything herein to the contrary, such agreement on apportionment of costs shall be reached prior to the commencement of the provision of the services listed in Schedule "B" hereto to any Party not presently using such waste services. 3. (c) Notwithstanding the provisions of Paragraph 7(a) above of this Agreement, the costs to each of the Parties hereto of the collection of waste shall be determined on the basis of "user pay" as established by consent of 100% of the Parties from time to time. This method of apportioning collection costs recognizes that the method of collection for the various waste services entrusted to the Board varies among the Parties hereto. 4. (d) The Board shall invoice each of the Parties hereto semi-annually in advance for their respective share of the estimated capital expenditures and operating deficit for the applicable calendar year. Such invoices shall be sent out on or about the first business day of January and July in each year. The first invoice shall be based on 50% of the previous year's budget levy; the second invoice will reflect the balance of the previous year's budget assessment and any adjustments to the current year's budget assessment and any adjustments to the current year's approved budget. - (e) Each of the Parties hereto hereby agrees to promptly pay its respective share of all costs incurred by the Board pursuant to or in furtherance of the provisions of this Agreement. - (f) Each of the Parties hereto agrees to pay to the Board all monies owing by it within thirty (30) days of the date of invoice or demand for payment. Interest at the rate of 2% per month shall be payable to the Board on all sums of money payable to the Board by any Party hereto, which sums are not paid within 30 days of the date of the invoice or demand for payment, calculated from the date of such invoice or demand for payment. - (g) Notwithstanding anything contained in this Agreement to the contrary, the Parties hereto may, by unanimous agreement of the Parties, at any time or times, determine a different basis of apportionment of costs. - (h) Any dispute between the Parties with respect to the necessity for incurring any costs or the apportionment of any costs described in this Agreement and which the Parties are unable or unwilling to resolve must be resolved in accordance with the provisions of this Agreement with respect to "Resolution of Disputes" as hereinafter set out. - The Parties agree that in any given year they shall supply monies to the Board in accordance with the approved budget and apportionment from the previous year until the budget for the year in question has been approved pursuant to this Agreement and that any alteration or change shall be retroactive to the first day of January of the year in question. ## COMPENSATION POLICY 8. (a) In the event that one-hundred per cent (100% of the Parties authorize the Board to investigate, study and identify a preferred landfill site or sites to be jointly owned and/or operated by all of the Parties hereto, then: - i) The Board shall develop and adopt a Compensation Policy which shall set out policies of compensation to be generally followed by the Board concerning the siting, constructior ind operation of any such landfill site or sites. The Compensation Policy shall include policies for compensating both on-site and off-site properties in a manner that is equitable. 3. ii) The Parties hereto agree that the approval of not less than one-hundred percent (100%) of the Parties hereto shall be required for the adoption and approval of a Compensation Policy. - ill) The Parties hereto acknowledge and agree that the Compensation Policy may be amended from time to time subject to the approval of not less than one-hundred per cent (100%) of the Parties hereto for such amendment or amendments. - iv) The Parties hereto agree that the Board shall be required to enter into an agreement with the Host Municipality of any such landfill site or sites to address the reasonable concerns of the Host Municipality and to provide compensation to the Host Municipality, if appropriate. Such agreement shall be in accordance with the Compensation Policy as adopted by the Board. - (b) The Parties hereto agree that the development and adoption of a Compensation Policy for a waste management site or sites other than a landfill site shall be in the discretion of the Board. ## ENVIRONMENTAL ASSESSMENT ACT APPLICATION - (a) Subject to the provisions of this Agreement, the Board is hereby authorized, on behalf of all of the Parties hereto, to prepare the necessary documentation to submit any or all of the approved undertakings identified in the Waste Diversion Strategy or any revisions thereto for review, acceptance and approval as requirec by the provisions of the Environmental Assessment Act, R.S.O. 1990, c.E.18 as amended from time to time. - (b) The Board is hereby authorized to take all steps and actions as are proper and necessary or advisable to obtain the acceptance and approval of the environmental assessment submission(s) from the appropriate review and approval authorities. ## SITE ACQUISITION 10. (a) The Parties hereto hereby authorize the Board to take all steps and actions as are proper and necessary or advisable, subject to compliance with the Environmental Assessment Act and any other applicable legislation, to acquire lands for any waste management purpose identified in the Waste Diversion Strategy (or any approved revisions thereto) or any interest therein whether by option, agreement of purchase and sale, lease, easement, expropriation or otherwise. The acquisition of any such lands or any interest therein shall be undertaken by the Board on behalf of all of the Parties hereto, it being acknowledged and agreed that it is the intention of the Parties hereto that all of the Parties hereto shall ultimately own or lease (as the case may be) such lands as tenants in common. ## ENVIRONMENTAL PROTECTION ACT APPLICATION 11. (a) In the event that the Board is authorized to investigate, study and identify a waste management site or sites to be jointly owned and/or operated by all of the Parties hereto, then the Board shall be authorized on behalf of all of the Parties hereto, subject to compliance with the Environmental Assessment Act and any other applicable legislation, to prepare and submit an application(s) for such approvals and/or permits as are necessary to own and/or operate a waste management site as contemplated by the provisions of the Environmental Protection Act and any other applicable statute, regulation or by-law. 2. (b) The Board shall take all steps and actions as are proper and necessary or advisable to obtain the necessary approvals as aforesaid. ## OFFICIAL PLAN AND ZONING BY-LAW 12. (a) Subject to the provisions of this Agreement, the Parties hereto hereby authorize the Board, subject to compliance with the Environmental Assessment Act and any other applicable legislation, to take all steps and actions as are proper and necessary or advisable to amend the Official Plan(s) and/or Zoning By-law(s) that apply to any lands required for a waste management purpose identified in the Waste Diversion Strategy or any approved revisions thereto. Such applications to amend the Official Plan(s) and/or Zoning By-law(s) shall be made by the Board on behalf of the Parties hereto (or on behalf of the owners) of the lands as the case may be) and the Parties hereto so authorize the Board. 2. (b) Nothing contained in this Agreement shall fetter or be deemed to fetter the discretion of any Party hereto which may be responsible for considering and approving or refusing any of the aforesaid applications in accordance with the provisions of the Planning Act, R.S.O. 1990, c.P-13 as amended. ## SITE PLAN 13. (a) Subject to the provisions of the Agreement, the Board is hereby · authorized, subject to compliance with the Environmental Assessment Act and any other applicable legislation, on behalt oi the Parties hereto, to apply for any approval that may be required pursuant to Section 41 of the Planning Act, R.S.O. 1990, c.P-13 as amended, for any lands required for a waste management purpose identified in the Waste Diversion Strategy or any approved revisions thereto and to take all steps and actions as are proper to ensure that the provisions of any applicable site plan control by-law(s) and the provisions of the Planning Act, R.S.O. 1990, c.P-13 as amended, are complied with. - (b) Nothing contained in this Agreement shall fetter or be deemed to fetter the discretion of any Party hereto which may be responsible for considering and approving or refusing any of the aforesaid applications in accordance with the provisions of the Planning Act, R.S.O. 1990, c.P-13 as amended. ## ROADS AND ROAD ALLOWANCES 14. (a) Subject to the provisions of this Agreement, the Board is hereby authorized, subject to compliance with the Environmental Assessment Act and any other applicable legislation, on behalf of the Parties hereto, to make application, if necessary or advisable, to the appropriate authority seeking the opening, stopping up, closing and/or deeding of any road, street, highway or road allowance or any portion thereof within or abutting or leading to any lands required for a waste management purpose identified in the Waste Diversion Strategy or any approved revisions thereto. 2. (b) Nothing herein contained shall fetter or be deemed to fetter the discretion of any Party hereto which may be responsible for considering and approving or refusing an application(s) to open, stop up, close and/or deed any such road, street, highway or road allowance or any portion thereof. ## OTHER APPROVALS 15. Nothing in this Agreement shall limit or restrict or be deemed to limit or restrict the authority of the Board to seek and obtain (on behalf of the Parties hereto) other approvals not referred to in this Agreement that may be required for any "approved undertaking" subject to compliance with the applicable legislation and regulations. ## DEVELOPMENT, OPERATION AND MANAGEMENT OF WASTE MANAGEMENT SITE(S) 16. (a) Upon the acquisition of any waste management site (or sites) and upon obtaining all necessary approvals with respect to same, the Board, on behalf of the Parties hereto, shall forthwith take all steps as are proper and necessary or advisable to develop the site (or sites) for use as a waste management site, including the placement or erection of equipment, buildings and/or structures. Without limiting the generality of the foregoing, the Board is hereby authorized and shall call for tenders for the construction of all works necessary for a waste management site (or sites) and shall enter into contracts for the construction of the said works on behalf of the Parties hereto. All such contracts shall be subject to ratification and approval of a majority of not less than seventy-five percent (75%) of the Parties hereto. In the event that such contracts) are ratified and approved by a majority of not less than seventy-five percent (75%) of the Parties hereto, then such contracts) shall be deemed to have been ratified and approved by all of the Parties hereto and shall be binding on each of the Parties hereto. - (b) Upon the development of any waste management site (or sites) the Board (or a committee of the Board) shall be responsible for the proper operation and management of such site or sites in accordance with such terms and provisions as the Parties hereto agree upon. In that regard, the Board is hereby authorized to retain such professionals, consultants, advisors, firms and/or businesses as may be advisable to assist the Board in the proper operation and management of such site or sites. ## INDEMNIFICATION 17. (a) The Parties hereto hereby agree to indemnify and save harmless the Board, its members and employees, consultants, advisers, financial auditors and legal counsel from and against all actions, causes of action, losses, liens, damages, suits, judgments, awards, orders, claims, fines, costs and demands whatsoever which may arise either directly or indirectly, by reason of or as a consequence of, or in any way related to the provisions or subject matter of this Agreement or any acts or omissions of the Board, its members or employees, consultants, advisers, financial auditors and legal counsel as the case may be, provided that each Party hereto shall only be responsible to bear its proportionate share (as determined in accordance with the provisions of Paragraph 3(g) of this Agreement) of such indemnification. 2. (b) In addition, the Parties hereto hereby agree to indemnify and save harmless any Party to this Agreement from and against all actions, causes of actions, losses, liens, damages, suits, judgments, awards, orders, claims, fines, costs and demands brought by or on behalf of a person or persons not a Party to this Agreement which may arise by reason of or as a consequence of or in any way related to the provisions or subject matter of this Agreement provided that each Party hereto shall only be responsible to bear its proportionate share (as determined in accordance with the provisions of Paragraph 3(g) of this Agreement) of such indemnification. ## RESPONSIBILITIES OF THE PARTIES 18. (a) The Parties hereto and each of them shall act expeditiously and in good faith with respect to all of their obligations in accordance with the terms and provisions of this Agreement. 2. (b) The Council of each and every Party hereto shall authorize its roper signing officers to execute all documents, agreements ar pplications as may be required by the Board subject to and i accordance with the terms and provisions of this Agreement. ## RESOLUTION OF DISPUTES 19. (a) Where a disagreement or dispute arises between any of the Parties to this Agreement with respect to the interpretation, construction, meaning or effect of this Agreement or any provision hereof, which the Parties are unable to resolve, such disagreement or dispute shall be submitted to arbitration in accordance with the provisions of this Paragraph 19. 2. (b) The Parties hereto agree that any disagreement or dispute described in sub-paragraph (a) above shall be submitted to the Ontario Municipal Board or its replacement agency which shall act as sole arbitrator. 3. (c) Each of the Parties hereto shall be entitled to be a Party to each such arbitration brought before the Ontario Municipal Board or its replacement agency pursuant to the provisions of this Agreement. 4. (d) The provisions of the Ontario Municipal Board Act, or replacement legislation, and Regulations passed thereunder shall, with necessary modifications, apply to proceedings brought under this paragraph. 5. (e) Each decision of the Ontario Municipal Board or its replacement agency with respect to matters placed before it for resolution pursuant to this paragraph shall be final and binding upon all the Parties and the provisions of s.95 and s.96 of the Ontario Municipal Board Act, R.S.O. 1990, c.O.28 as amended, shall not apply. 6. (f) The costs of submitting such disagreement or dispute to the Ontario Municipal Board or its replacement agency for arbitration shall be divided evenly among those Parties who request Party status for such arbitration. 7. (g) In the event that the Ontario Municipal Board or its replacement agency is unable or unwilling to act as arbitrator as contemplated by this Paragraph 19, then the Parties agree that all matters in difference between the Parties hereto in relation to this Agreement shall be submitted to arbitration in accordance with the provisions of the Arbitration Act, 1991, as amended from time to time. ## NOTICE - Any notice which is permitted or required to be given pursuant to the provisions of this Agreement shall be in writing and shall be served personally or by registered mail or by fax upon the Municipal Clerk of each of the Parties at the addresses hereinafter set forth: - (1) The Corporation of the City of Belleville 169 Front Street Belleville, Ontario K8N 2Y8 - (2) The Corporation of the Municipality of Quinte West 7 Creswell Avenue P.O. Box 490 Trenton, Ontario K8V 5R6 - (3) The Corporation of the Municipality of Centre Hastings 7 Furnace St., Box 900 Madoc, Ontario KOK 2KO - (4) The Corporation of the Municipality of Marmora and Lake 12 Bursthall Street, P.O. Box 459 Marmora, Ontario KOK 2MO - (5) The Corporation of the Municipality of Tweed 255 Metcalf Street Postal Bag 729 Tweed, Ontario KOK 3JO - (6) The Corporation of the Township of Tyendinaga 859 Melrose Road Shannonville, Ontario KOK 3A0 - (7) The Corporation of the County of Prince Edward Shire Hall, 332 Main Street P. O. Drawer 1550 Picton, Ontario KOK 2TO · - (8) The Corporation of the Township of Stirling-Rawdon P.O. Box 40 Stirling, Ontario KOK 3E0 - (9) The Corporation of the Township of Madoc P.O. Box 503 Madoc, Ontario KOK 2K0 or at such other address as may be given by any of them to the others in received when faxed or denveret, or i sit entered to have beefor 12:01 a.m. on the day following the day of the mailing thereof. ## GOVERNING LAW 21. This Agreement shall be construed in accordance with the laws of the Province of Ontario. ## HEADINGS 22. The headings in this Agreement are for the use of reference only and shall not be read or construed so as to abridge or modify the meaning of any provision in the main text of this Agreement. ## SEVERABILITY - If any term or provision of this Agreement or the application thereof to any Party hereto shall to any extent be held to be void, invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to all Parties other than those to whom it was held to be void. invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. ## ENVIRONMENTAL ASSESSMENT ACT - This Agreement and all actions authorized hereunder shall be subject to compliance with the applicable provisions of the Environmental Assessment Act R.S.O. 1990, c.E. 18 as amended. ## TIME OF ESSENCE 25. Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. ## ESTOPPEL 26. No Party or Parties hereto shall call into question, directly or indirectly, in any proceedings whatsoever in law or in equity or before any court or administrative tribunal, the right of the Parties hereto or any of them to enter into this Agreement or the enforceability of any terms), agreements), provision(s), covenant(s) and/or condition(s) herein contained, and this clause may be pleaded as an estoppel against any ## AMENDING AGREEMENT 27. Subject to the provisions of this Agreement to the contrary, any of the terms of this Agreement may be amended from time to time with the consent of a minimum of 75% of the Parties hereto. Upon the consent of a minimum of 75% of the Parties hereto being obtained for any amendment, such amendment shall thenceforth be deemed to have been approved by all of the Parties hereto and shall be binding on each of the Parties hereto. ## ADMISSION OF NEW PARTIES 28. (a) Subject to obtaining the consent of minimum of 75% of the Parties to this Agreement, additional municipal corporations may be added as Parties to this Agreement on such terms, conditions and payments as the Board in its absolute discretion deems appropriate. 2. (b) The Parties hereto agree that there shall be no "entrance fee" or other up-front capital payment for a municipal corporation that becomes a member of the Board by virtue of the fact that it amalgamates with a municipal corporation which is already a Party to this Agreement. However, the Parties agree that on dissolution of the Board, the amount paid to such amalgamated municipal corporation shall take into account that a geographic portion of such amalgamated municipal corporation made no such "up-front capital" payment to the Board. ## FURTHER ASSURANCES 29. Each of the Parties hereto will from time to time, at the other's request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may require to more effectively complete any matter provided for herein. ## DISPOSAL OF LAND/TRUSTEE OF LAND 30. The Parties hereto acknowledge and agree that title to all land, buildings, equipment, machinery or other chattels or any interest therein acquired or held by the Board shall be held by the Board in trust for all of the Parties hereto, proportionately on the basis of each Party's relative total financial contribution made to the Board during the term of this Agreement and all previous Board Agreements, which shall be calculated from time to time on the same basis described in Appendix I of the Report entitled "Governance Agreement Discussion Paper" prepared for the Board by Wilkinson & Company dated October 22, 2001. All land, buildings, equipment, machinery or other chattels or any interest therein acquired or held as aforesaid shall not be sold, transferred, disposed of, mortgaged, pledged or otherwise dealt with without the consent of at least 75% of the Parties hereto. All land acquired or held by the Board shall be disposed of in accordance with the Board's policies for the sale and disposition of land. ## GENDER 31. In this Agreement, words importing the neuter gender shall include the feminine gender and masculine gender and vice versa and words importing the singular shall include the plural and vice versa where the context requires. ## SUCCESSORS AND ASSIGNS 32. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. IN WITNESS WHEREOF the Parties have hereunto affixed their corporate seals duly attested by their proper officers in that behalf.       SIGNED, SEALED AND DELIVERED in the presence of: ) THE CORPORATION OF THE CITY 1 OFBELLEVLLE ) Mayof Clerk ) THE CORPORATION OF THE CITY OF QUINTE WEST fer Hernies Mayo Uttarle Clerk THE CORPORATION OF THE ) MUNICIPALITY OF CENTRE HASTINGS Labl Mayo Chainard Clerk 1 THE CORPORATION OF THE ) MUNICIPALITY OF MARMORA AND ) LAKE ) Mayor Janet 6. 0 Peell i Lanca Bennet ... ) Clerk         )THE CORPORATION OF THE ) MUNICIPALITY OF TWEED ) Dor Deline. Mayor /Clerk CAp! )THE CORPORATION OF THE )TOWNSHIP OF TYENDINAGA here Kelly Carla Prestor ) Eterk CAO/Deputy Clerk THE CORPORATION OF THE COUNTY )OF PRINCE EDWARD Mayor Catalong )TOWNSHIP OF STIRLING-RAWDON ) Mayor 19K0 ) Clerk   ## ) THE CORPORATION OF THE )TOWNSHIP OF MADOC ) Mayor ) Clerk ## Schedule A Statutory and/or Contractually Bound Services Curbside and Depot Blue Box Recycling Program Operations Household Hazardous Waste Events and Depot IC&l Hazardous Waste Collection Service IC&l Recycling Program Promotion and Education Waste Reduction Program Administration Materials Marketing Joint Tender for operation of Blue Box Recycling ## Schedule B ## Additional Services as Agreed Upon by Board Backyard Composting Program (if initiated by Board) Household and IC&l Organics Collection (if initiated by Board) Member Municipality waste-related services, as requested and contracted Servicing of Non-Member Municipalities on contractual basis in any Schedule A services Integrated waste management activities Materials exchange facility (if initiated by Board) Joint Tenders for programs other than operation of Blue Box Recycling Program