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HomeMy WebLinkAboutSUS 04-26 Report to Council Report Number: SUS 04-26 Date: June 22, 2026 From: Kyle Bentley Director, City Development & CBO Subject: Battery Recycling Agreement with Call2Recycle Canada and the City of Pickering File: D-7001-033 Recommendation: 1. That Report SUS 04-26 regarding Battery Recycling Agreement with Call2Recycle Canada and the City of Pickering be received; 2. That the Mayor and City Clerk be authorized to execute the Used Consumer-Type Portable Battery Recycling Agreement with Call2Recycle Canada and the City of Pickering, subject to minor revisions as may be required by the Director, Corporate Services & City Solicitor; and, 3. That the appropriate officials of the City of Pickering be authorized to take the actions necessary to implement the recommendations in this report. 1.0 Executive Summary: The purpose of this report is to seek Council’s authorization for the City of Pickering to enter into a Battery Recycling Agreement with Call2Recycle Canada to reinstate a municipal household battery recycling program. The City previously participated in a provincially supported battery stewardship program delivered through a third-party provider. That service was discontinued following Ontario’s transition from municipal participation models to a full producer responsibility system under the Resource Recovery and Circular Economy Act, 2016 and Ontario Regulation 30/20, which places end-of-life battery management responsibility on producers. As a result, the City’s previous battery recycling program ended on January 1, 2026, and there is currently no municipal household battery drop-off service available at City facilities. Staff reviewed household battery recycling options, including a municipal scan and consultation with neighbouring Durham Region municipalities. Call2Recycle Canada was SUS 04-26 June 22, 2026 Page 2 identified as the preferred service provider due to its provincial network, producer-funded model, operational reliability, and fire safety protocols. The program is fully funded by producers and delivered at no cost to the City or taxpayers. The agreement includes a revenue payment of $0.95 per kilogram collected. Revenue will offset minor staff administration time and support other municipal sustainability programs. Approval of this agreement would enable the battery recycling program to continue and would restore safe, convenient, year-round battery drop-off services at City facilities. 2.0 Relationship to the Pickering Strategic Plan: The recommendations in this report respond to the Pickering Strategic Plan Priority of Lead & Advocate for Environmental Stewardship, Innovation & Resiliency; and Strengthen Existing & Build New Partnerships. 3.0 Financial Implications: There is no financial impact to the City. All costs, including containers, transportation, processing, recycling, and administration, are fully funded by producers under Ontario’s Extended Producer Responsibility framework. Under the Call2Recycle Canada Agreement, the City will receive $0.95 per kilogram of batteries collected and recycled, with revenue generated based on total collection volumes, and an estimated annual revenue of approximately $5,000 from this program. Revenue for this first year is expected to be lower due to the program’s anticipated start halfway through 2027. 4.0 Discussion: Staff reviewed household battery recycling options and consulted with Durham Region area municipalities. At the Region of Durham, battery collection is mainly provided through regional household hazardous waste events, which offer limited, periodic access for residents. 4.1 Call2Recycle Canada Battery Recycling Program Call2Recycle Canada is a not-for-profit, producer-funded battery stewardship organization that provides end-to-end battery household battery recycling services to participating municipalities at no direct program delivery cost to the City. The program operates under Ontario’s Individual Producer Responsibility framework, established through the Resource Recovery and Circular Economy Act, 2016 and associated regulations. Producers fund all aspects of the battery recycling system, including collection, transportation, processing, recycling, administration, and regulatory reporting. SUS 04-26 June 22, 2026 Page 3 Under the Program model: • producers fund the full system; • Call2Recycle Canada manages program delivery, including collection, logistics, and recycling, and, • the City provides facility space and supports access to approved collection locations. Services include certified, fire-resistant collection containers, scheduled pickup and regulated transportation, processing at certified facilities, compliance reporting, and public education materials. Once placed in designated containers, materials enter the stewardship system and are managed by Call2Recycle Canada in accordance with program requirements. This approach aligns with Ontario’s producer responsibility framework by shifting end-of-life battery management from municipalities to producers while maintaining convenient public diversion services. 4.2 Recycling Container Use and Accepted Materials Residents place accepted household batteries into designated Call2Recycle Canada collection containers at approved drop-off locations for safe recycling. The program accepts household batteries up to five kilograms per unit from residential use only and does not accept industrial, automotive, or large-format batteries. Accepted types include alkaline, rechargeable (nickel metal hydride and nickel cadmium), lithium-ion, button cell, and small sealed lead-acid batteries. 4.3 Facility Locations Collection containers will be installed at existing supervised municipal facilities, including: • Chestnut Hill Developments Recreation Complex • Don Beer Arena • Pickering Central Library • George Ashe Community Centre • East Shore Community Centre • Dorsay Community & Heritage Centre • City Fire Halls These locations were selected for visibility, accessibility, and routine municipal staff oversight. SUS 04-26 June 22, 2026 Page 4 4.4 Service Integration This program complements Durham Region’s biannual household hazardous waste events by providing continuous year-round local access within the City. It also helps reduce gaps in service between regional collection events and supports improved diversion outcomes. 5.0 Operational Considerations: City responsibilities are limited to hosting and monitoring collection containers within existing facilities. The program’s operational details include: • facility staff conduct visual checks during routine inspections; • Call2Recycle manages all servicing, pickup, and logistics; and, • no dedicated staffing or new service contracts are required. All program activities are accommodated within existing municipal operations. 5.1 Risk Management and Public Safety Battery disposal presents a known fire risk, particularly from lithium-ion batteries, which can experience thermal runaway if damaged, mishandled, or improperly stored. These risks are mitigated through: • certified fire-resistant collection containers; • controlled placement within supervised municipal facilities; • regulated transport by approved carriers; and, • processing at certified recycling facilities. Public misuse risks are further reduced through standardized container design and program- provided education materials. Facility staff and Fire Services have reviewed the proposed approach and confirmed it is appropriate for municipal use. The agreement includes standard insurance and indemnification provisions, and the City retains oversight and termination rights in accordance with the agreement. While a residual level of risk remains inherent to battery collection activities, the program is considered low risk and appropriate for implementation within existing municipal operations. SUS 04-26 June 22, 2026 Page 5 5.2 Program Promotion and Public Awareness The program will be promoted through the City’s website, social media, community events, digital signage, print materials, media releases, and the Sustainable Pickering eNewsletter to increase resident awareness and encourage participation. 6.0 Conclusion: Entering into a Battery Recycling Agreement with Call2Recycle Canada would enable the battery recycling program to continue and would restore a safe, accessible, and year-round household battery recycling program at no cost to the City or taxpayers. The program complements existing regional services, improves diversion performance, reduces improper disposal and associated fire risk, and aligns with Ontario’s Extended Producer Responsibility framework and the City’s environmental and strategic objectives. Attachment: 1. Draft Call2Recyle Batteries Agreement Prepared By: Kristy Gagen, Coordinator, Environmental Engagement Prepared By: Lalita Paray, Acting, Manager, Sustainability & Strategic Environmental Initiatives Approved/Endorsed By: Kyle Bentley, Director, City Development & CBO Approved/Endorsed By: Laura Gibbs, Director, Community Services KG:ld Recommended for the consideration of Pickering City Council By: Marisa Carpino, M.A. Chief Administrative Officer Page 1 of 15 Attachment 1 to Report SUS 04-26 USED CONSUMER-TYPE PORTABLE BATTERY RECYCLING AGREEMENT THIS AGREEMENT is made as of the ___ day of ______ (the “Commencement Date”). BETWEEN: CALL2RECYCLE CANADA, INC. (hereinafter referred to as “Call2Recycle”) -and - THE CITY OF PICKERING (hereinafter referred to as the “Local Government”) (hereinafter referred to as the “Parties” or singularly as a “Party”) WHEREAS: A.Call2Recycle is a not-for-profit, stewardship organization which carries on business nationally, collecting, transporting, and recycling consumer batteries; B.Call2Recycle is a registered Producer Responsibility Organization operating a stewardship program in the Province of Ontario under Batteries Regulation 30/20 (the “Province”) (such stewardship program, as may be amended from time to time, being the “Plan”), and C.The Local Government collects Collected Materials (as defined below) for recycling and wishes to provide them in bulk to Call2Recycle for further handling. NOW THEREFORE in consideration of the promises and mutual agreements contained herein and subject to the terms and conditions hereinafter set forth, the Parties covenant and agree as follows: 1.0. Definitions and Interpretation 1.1 In this Agreement: (a)“Agreement” means this Agreement and includes all schedules and amendments hereto; (b)“Business Day” means Monday through Friday, excluding statutory holidays and any other day that the Government of the Province has elected to be closed for business; Page 2 of 15 (c) “Collected Materials” means any Used Consumer-Type Portable Battery, and/or Used Cellphone provided under this Agreement and includes materials collected by the Local Government via depot collections, curbside collections and event days, among other methods; (d) “Designated Facility” means an approved Call2Recycle sorting facility; (e) “Non-Conforming Battery(ies)” means any Used Consumer-Type Portable Battery that: (i) weighs in excess of five (5) kilograms (eleven (11) pounds); or (ii) is not identifiable by Call2Recycle, in its sole discretion, as a battery or such battery’s chemistry is not identifiable, or (iii) is not intact, defective or otherwise damaged; or (iv) is corroded, or otherwise has been exposed to the elements; or (v) is considered non-confirming pursuant to the Plan; or (vi) is an Other Covered Battery, or (vii) has been recalled by the manufacturer or other distributor; or (viii) is otherwise deemed not safely recyclable or handled in accordance with standard protocols and procedures as determined by Call2Recycle in its sole discretion”; (f) “Non-Conforming Materials” means any liquids, refuse, litter, junk, trash, garbage, needles, medication, or any other materials deemed by Call2Recycle to be non-conforming materials; (g) “Non-Conforming Shipment” means any Shipment(s) made by the Local Government where any container included in that Shipment: (i) contains more than five (5%) percent by weight of materials that are Non-Conforming Materials; (ii) contains more than five (5%) percent by weight of materials that are Non-Conforming Batteries; or (iii) contains any amount of MHSW (other than hazardous waste comprising any eligible Used Consumer-Type Portable Battery), which is subject to any applicable laws or regulations in the Province, or any province where a Designated Facility may be located from time to time; (h) “MHSW” means municipal hazardous or special waste; (i) “Other Covered Battery(ies)” means batteries that are sold in or packaged with electric or electronic devices or equipment that are covered under any stewardship plan or extended producer responsibility plan, other than the Plan; (j) “Regulation” means the applicable recycling act or regulation as is in effect in the Province, as amended, including, but not limited to Ontario Regulation 30/20 under the Resource Recovery and Circular Economy Act, 2016 (Ontario); Page 3 of 15 (k) “Service Provider” means a third party that provides services to the Local Government in relation to MHSW; (l) “Shipment” means any conforming shipment of eligible Used Consumer-Type Portable Batteries that are shipped by the Local Government to a Designated Facility; and (m) “Used Consumer-Type Portable Battery” means a used battery or battery pack not considered to be a Non-Conforming Battery, including dry cell rechargeable and primary batteries weighing less than five (5) kilograms (eleven (11) pounds), that are sold for replacement purposes for use in electronic or electrical devices sold without batteries, containing no liquid electrolyte, and employing one of nickel cadmium, nickel metal hydride, lithium ion, nickel zinc, sealed lead, alkaline-manganese, zinc- carbon, zinc-air, silver oxide and/or and lithium; and 1.2 The Parties acknowledge that the recitals to this Agreement are true and correct. 2.0. Term of Agreement, Amendment and Assignment 2.1 The term of this Agreement shall commence as of the Commencement Date and shall remain in effect for one year from date of signing, unless terminated in accordance with this Agreement or upon the termination of the Plan, in which case this Agreement shall automatically terminate. This Agreement shall automatically renew thereafter for subsequent one-year terms, unless either Party notifies the other at least ninety (90) days in advance of any renewal term commencement date that the Agreement shall not be renewed. 2.2 If, in the reasonable opinion of either Party, there has been a breach of this Agreement by the other Party (the “Defaulting Party”), the non-Defaulting Party may give the Defaulting Party written notice to remedy the breach or default within sixty (60) days, failing which the Agreement may be terminated. 2.3 Unless agreed to in writing by the Parties, or as otherwise provided for in this Agreement, this Agreement may not be amended, provided that in the event of any changes to the Regulation, Call2Recycle may unilaterally amend this Agreement as may be necessary to comply with the Regulation. 2.4 Neither Party shall subcontract or assign any of its rights or obligations under this Agreement or any part thereof without the prior written consent of the other Party, which consent shall not unreasonably be withheld. Page 4 of 15 3.0. Shipments of Collected Materials 3.1 Unless otherwise designated by Call2Recycle, the Local Government shall ship all Collected Materials to the Designated Facility in open top UN rated steel drums (1A) with a plastic liner and an open head and lever lock ring lid (“Steel Drums”), UN rated polyethylene drums (1H) with an open head and level lock ring lid (“Polyethylene Drums”), or any other Call2Recycle certified and/or approved box, receptacle, or containers, which may be designated and/or changed from time to time (collectively, “Approved Containers”). All Steel Drums and/or Polyethylene Drums must be completely full and must be sealed with their corresponding lever locking ring lid, prior to any Shipment to a Designated Facility. Approved Containers may be placed on a pallet and should be properly secured with shrink wrap prior to any Shipment to a Designated Facility. All lithium, lithium ion, button cells, or lead acid batteries placed in any Steel Drums, Polyethylene Drums or Approved Containers shall be terminally protected by either placing each such battery in an individual plastic bag, or have their terminals securely covered with tape to prevent any possible short circuits. Packaging of any Used Consumer-Type Portable Batteries may not under any circumstance contain any Non-Conforming Batteries, Other Covered Batteries, or other Non- Conforming Material. All Steel Drums, Polyethylene Drums and Approved Containers used for Shipment must be provided or otherwise approved by Call2Recycle and properly secured by the Local Government prior to Shipment. 3.2 The Local Government shall ship all Used Consumer-Type Portable Batteries collected to Call2Recycle only. In order to participate in this reimbursement program, the Local Government cannot ship Used Consumer-Type Portable Batteries to another service provider, program, or entity. All Shipments to the Designated Facility by the Local Government shall use a Call2Recycle designated freight provider and shall comply with the shipping instructions to be provided to the Local Government prior to its first Shipment. Call2Recycle shall notify the Local Government of its list of designated freight providers on or before the Commencement Date. 3.3 If Call2Recycle or a Designated Facility determines within thirty (30) days after receipt of a Shipment from or on behalf of the Local Government that such Shipment is a Non-Conforming Shipment, Call2Recycle or its Designated Facility shall (i) arrange with the Local Government for the satisfactory disposition of the materials that are not Used Consumer-Type Portable Batteries, on mutually agreeable terms and conditions, or (ii) reject and return Non-Conforming Materials to the Local Government without further obligation. In either event, Call2Recycle shall invoice the Local Government for out-of-pocket costs and expenses of receiving and handling any Non-Conforming Materials in a Non-Conforming Shipment, and such Page 5 of 15 invoice shall be paid by the Local Government within thirty (30) days of the date of issuance. 3.4 All Local Government collection sites, whether fixed or temporary, may accept up to 15 kilograms of Used Consumer-Type Portable Batteries per day from any one person. If any Local Government collection site accepts more than 15 kilograms of Used Consumer-Type Portable Batteries per day from any one person, the Local Government shall ensure that certain information be collected from such a person, including: the person’s name, contact information and the total weight of Used Consumer-Type Portable Batteries accepted. 4.0. Financial Arrangements 4.1 For each Shipment of Collected Materials that is shipped by the Local Government to the Designated Facility: (a) Call2Recycle shall pay Local Government: (i) a fee of $0.95 per kilogram for Used Consumer-Type Portable Batteries or any other eligible battery under the Regulation which are collected by Local Government through bulk depot collections (“Depot Collections”), to cover the cost of materials required for Shipments, including: supplies, materials, and handling of Approved Containers; and (ii) a fee of $1.42 per kilogram for Used Consumer-Type Portable Batteries, or any other eligible battery under the Regulation which are collected by Local Government through any household hazardous waste event day performed by a contracted third party (“HHWE Collections/Event Collections”), to cover costs associated with running such events, including: supplies, materials, and handling of Approved Containers; (b) Call2Recycle shall directly compensate the Local Government’s designated freight provider(s) for Shipment of bulk depot collections to the Designated Facility, provided that designated freight provider is approved by Call2Recycle, as set out in Subsection 3.2 herein. 4.2 For Collected Materials from Depot Collections, Local Government will receive a payment summary along with payment on a monthly basis within sixty (60) days following receipt and sorting of Collected Materials, and according to Call2Recycle payment terms. The Local Government is not required to submit an invoice to receive payment for Collected Materials from Depot Collections. Prior to payment, Call2Recycle may also take steps to Page 6 of 15 verify that the Collected Materials shipped by the Local Government were received at the Designated Facility. The Local Government shall provide Call2Recycle, or such other parties as Call2Recycle shall direct, with all the necessary information as may be reasonably required by Call2Recycle or its designee(s) to verify any claim by the Local Government for reimbursement of expenses pursuant to this Agreement. 4.3 For Collected Materials from HHWE Collections, the Local Government must submit an invoice, including a bill of lading and/or any other applicable shipping documentation to Call2Recycle within thirty (30) days of any Shipment. Prior to payment, Call2Recycle may also take steps to verify that the Collected Materials shipped by the Local Government were received at the Designated Facility. The Local Government will receive a payment summary and payment for materials from HHWE Collections within (60) days following receipt of invoice, supporting documentation and receipt and sorting of Collected Materials The Local Government shall provide Call2Recycle, or such other parties as Call2Recycle shall direct, with all the necessary information as may be reasonably required by Call2Recycle or its designee(s) to verify any claim by the Local Government for reimbursement of expenses pursuant to this Agreement. HHWE Collections submitted without the necessary documentation will be compensated at the Depot Collections rate set out at Subsection 4.1(a)(i). 4.4 Local Government shall keep and preserve all applicable records and shipping documents for a period of not less than sixty (60) months following delivery of each applicable Shipment, as necessary to verify Shipments. 5.0. Regulatory and Compliance 5.1 Authority. The Local Government hereby represents and warrants that it has the legal power and authority to enter into this Agreement, and that there are no outstanding contracts, commitments, or legal impediments which may limit, restrict, or otherwise impair its ability to perform its obligations hereunder. 5.2 Title to products: The Local Government shall be the owner of all right, title, and interest in all Collected Materials from the time when the Local Government collects and/or accepts them until such point in time that title has been transferred, conveyed, and assigned to any RPRA registered third party service provider or Designated Facility pursuant to a Shipment. At no time will Call2Recycle possess any right, title, or interest in or to any Collected Materials unless possessed and handled directly by designated Call2Recycle employees, notwithstanding any Shipment made to a Designated Facility. 5.3 Regulatory compliance: In performing their obligations under this Agreement, each party shall obtain all permits, licenses, authorizations, and approvals required by applicable law and observe and comply with all Page 7 of 15 applicable laws, including, if applicable in the Province, any certificates or approvals issued to the Local Government. The Local Government shall assist Call2Recycle, as required, in providing information and reports to satisfy regulatory and reporting requirements relating to the Plan. The Local Government shall take all reasonable steps to ensure any Service Providers meet the same requirements. 5.4 Site visits and audits: Upon reasonable notice, Call2Recycle or its agent shall have the right to enter upon any collection facility utilized by the Local Government for the purpose of conducting inspections or compliance audits. The Local Government shall take all reasonable steps to ensure that Call2Recycle has the same rights in respect of any Service Provider used by the Local Government. Call2Recycle or its agent shall be accompanied by a representative of the Local Government for any such visits or audits. 6.0. Indemnity and Insurance Indemnity: Each Party (the “Indemnifying Party”) hereby indemnifies and saves harmless the other Party (the “Indemnified Party”), its directors, officers, employees, and agents, from and against any and all manner of actions or causes of actions, damages (but not including consequential damages), costs, loss or expenses of whatever kind (including related legal fees on a full indemnity basis) which the Indemnified Party, its directors, officers, employees, and agents may sustain, incur or be put to by reason of or directly or indirectly arising out of any willful misconduct or negligence of the Indemnifying Party or any person for whom the Indemnifying Party is, at law, responsible, in relation to matters arising out of this Agreement. This indemnification clause shall be in addition to and not in lieu of insurance to be provided in accordance with this agreement and shall survive this agreement. 6.1 Limitations of Liability. In no event will either party claim any exemplary, aggravated, or punitive damages in connection with this Agreement, and under no circumstances will a party be liable to the other party for any indirect, special or consequential damages, compensation or loss of profits, anticipated revenue, savings or goodwill, or any other economic loss arising out of or in any way related to this Agreement, even if advised of the possibility thereof. 6.2 Insurance. Each party shall, during the term of the Agreement, maintain at its expense Commercial General Liability coverage with limits of not less than $5,000,000 (five million dollars) per occurrence / aggregate. Such insurance shall include, but is not limited to bodily injury and property damage including loss of use; personal injury; contractual liability; premises, property & operations; non-owned automobile; broad form property damage; owners & contractors protective; occurrence property damage; products & completed operations; employees as Additional Insured(s); contingent employers liability; tenants legal liability; cross liability and severability of interest clause. Page 8 of 15 Each party shall add the other party as Additional Insured. This insurance shall be non-contributing with and apply as primary and not as excess of any insurance available to the additional Insured. 6.3 Each party shall keep their property / assets insured. Failure to do so shall not impose any liability on the other party. 6.4 Any and all deductibles applicable to the above-noted insurance policy shall be the sole responsibility of the Named Insured, and other shall bear no cost towards such deductibles. 6.5 The Township reserves the right to assess exposures and add additional insurance requirements where deemed necessary, if agreed upon by Call2Recycle. 6.6 Each party shall provide the other party with a certificate of insurance evidencing coverage as noted above. Such policies shall not be cancelled, changed, or lapsed unless the Insurer notifies the additional Insured in writing. The insurance policy will be in a form and with a company licensed to write business in the Province of Ontario and which are, in all respects, acceptable to both parties. Each party is responsible for maintaining the required insurance for the entire contract period. 7.0. Assignment 7.1 During the term of this Agreement, the Local Government hereby expressly covenants and agrees that it shall not subcontract or assign any of its rights or obligations under this Agreement or any part thereof without the prior written consent of Call2Recycle, which consent shall not unreasonably be withheld. 7.2 The Local Government hereby expressly acknowledges and agrees that Call2Recycle may subcontract or assign any of its rights or obligations under this Agreement or any part thereof to any affiliated company or successor, or otherwise in connection with the sale of all or substantially all of its assets, only where the subcontractor or assignee agrees in writing to assume all of Call2Recycle’s obligations under this Agreement. 8.0. Notices 8.1 Any notice, request, demand or other instrument or communication herein provided, permitted, or required to be given by either Call2Recycle or the Local Government shall be in writing and sufficiently given if delivered personally, by facsimile transmission or other electronic means of written communication tested prior to transmission to the extent such testing is available, or if sent by registered mail to the following respective address hereinafter set out, namely: Page 9 of 15 Notices to Call2Recycle shall be delivered to: Notices to the Local Government shall be delivered to: 100 Sheppard Avenue East Suite 800 Toronto, Ontario M2N 6N5 Attention: President 1 The Esplanade Pickering, Ontario L1V 6K7 Attention: Clerk 8.2 Any such notice if delivered personally, by facsimile transmission or by other electronic means of written communication on a Business Day before 5:00 p.m. local time at place of receipt, shall be conclusively deemed to have been given on the day of personal delivery, or facsimile transmission or electronic communication (and if after 5:00 p.m. local time at place of receipt the next following Business Day), or, if mailed as aforesaid, shall be conclusively deemed to have been received on the fifth Business Day following the day on which such notice is mailed (except during a postal strike in which case such notice shall be delivered personally). Either Party may, at any time, give written notice to the other of any change of address of the Party giving such notice and from and after the giving of such notice the address therein specified shall (in the absence of knowledge to the contrary) be deemed to be the address of such Party for the giving of notices thereafter. 9.0. Dispute Resolution 9.1 If any dispute arises between the Parties pursuant to this Agreement, the Parties shall attempt to resolve the dispute within 30 days upon which written notice of the dispute was first given, or as otherwise agreed upon. If the Parties are unable to resolve the dispute within 30 days, the Parties shall jointly select an arbitrator to arbitrate the dispute. The arbitrator shall render a decision on the dispute and the award arising therefrom, in accordance with the applicable arbitration legislation in effect in the Province, and as amended from time to time. 10.0. Term and Termination 10.1 This Agreement is effective as of the Commencement Date and shall continue in full force and effect until otherwise terminated. Page 10 of 15 10.2 Either Party may terminate this Agreement for any reason whatsoever upon not less than Ninety (90) days prior written notice to the other Party. 10.3 Notwithstanding Section 10.2, Call2Recycle may terminate this Agreement immediately at any time, and without prior written notice to Local Government, if: (a) In any province that has an extended producer responsibility plan, in the event such a plan is cancelled, Call2Recycle may terminate this Agreement as it relates to that province; (b) The Local Government subcontracts or assigns any rights or obligations under this Agreement, or any part thereof; (c) Any Shipments made by Local Government are repeatedly deemed by Call2Recycle or any Designated Facility, to be a Non-Conforming Shipment; or (d) A receiver or trustee is appointed for any part of the assets of Call2Recycle. 10.4 Call2Recycle expressly reserves the right, in its sole discretion and without prior written notice, at any time, and for any reason whatsoever, to amend, suspend or terminate all or any portion of the Plan. The Township shall have the right to review the Plan changes and elect within 30 days of notice of the change to terminate the agreement if the change is unacceptable. 10.5 On the date of termination neither party shall have any obligations, financial or otherwise, hereunder save and except for matters arising prior to termination, which may involve obligations of the parties after termination. All sections of this Agreement which by their nature should survive termination, including, without limitation, accrued rights to payment, indemnities, and limitations of liability. 11.0. General Provisions 11.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. 11.2 All of the terms, covenants, conditions, and other provisions contained herein, and all of the obligations under or pursuant to this Agreement, shall be binding upon and shall ensure to the benefit of the Parties hereto and their respective successors and permitted assigns. 11.3 There are no representations, warranties, collateral agreements, or conditions affecting this Agreement, other than those expressed in writing herein. Page 11 of 15 11.4 This Agreement shall be governed by and construed in accordance with the laws of the Province. Each of the Parties attorn to the non-exclusive jurisdiction of the courts of the Province. 11.5 This Agreement may be executed in counterparts, the counterpart copies of this Agreement together constituting a full, valid, and binding Agreement among the Parties hereto. 11.6 In the event that any provision of this Agreement is determined by a Court of competent jurisdiction to be illegal or invalid or unenforceable for any reason whatsoever, such provision shall be severed from this Agreement and will not affect the legality or validity or enforceability of the remainder of this Agreement or any other provision hereof. 11.7 The rights, remedies, and privileges in this Agreement given to the Parties: (a) are cumulative, and any one or more may be exercised; (b) are without prejudice to and are in addition to and apply notwithstanding any other provisions in this Agreement; and (c) are not and shall not be dependent or conditional upon, or in any way lessened, restricted, or affected by any other provisions of this Agreement. 11.8 Either Party may, from time to time, waive the performance of the other Party of any provision of this Agreement, either before or after that performance is done, but a waiver is not effective or binding upon the Party providing the waiver, unless it is in writing and signed by the Party providing the waiver or under its authority, and does not limit or affect the Party providing the waiver’s right with respect to any other breach or non-performance, whether prior or subsequent thereto. 11.9 Any Service Providers engaged by the Local Government to assist in providing MHSW services shall be required by the Local Government to comply with and adhere to the terms and conditions, as applicable, of this Agreement. 11.10 Each Party shall perform the acts, execute and deliver the writings, and give the assurances necessary from time to time to give full effect to this Agreement. 11.11 This Agreement supersedes and replaces all oral and written communications between the Parties relating to the subject matter of this Agreement. Page 12 of 15 12.0. Confidentiality 12.1 The provisions of this Agreement and any information disclosed by Call2Recycle or the Local Government to the other in the furtherance of this Agreement shall be regarded as confidential. Such confidential information may only be disclosed to individuals within Call2Recycle and the Local Government with a "need to know" in order to carry out the services under this Agreement, and may only be disclosed to a third party upon the written consent of the other party, provided, however, that the obligation to keep information confidential shall not apply to information which: (i) is already known to the recipient when disclosed; (ii) becomes part of the public domain without breach of this Agreement; (iii) is developed by the recipient independently or without reference to the received confidential information; or (iv) is required to be disclosed under operation of law. 12.2 The Local Government shall abide by the provisions of the Municipal Freedom of Information and Protection of Privacy Act (“MFIPPA”), other applicable privacy or data protection laws, and the Local Government’s privacy policies in respect of its collection, use, disclosure, retention, and disposal of personal information as defined by MFIPPA. <Signature page follows> Page 13 of 15 IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date first written above. CALL2RECYCLE CANADA, INC. Per: ____________________________ Name: Deborah Poon Title: Director, National Account Management I have authority to bind Call2Recycle THE CITY OF PICKERING Per: ____________________________ Name: Kevin Ashe Title: Mayor I have authority to bind the Municipality Per: ____________________________ Name: Susan Cassel Title: Clerk I have authority to bind the Municipality Page 14 of 15 SCHEDULE “A” Compensation Rates Effective Date Depot Collections Fee (per kilogram) Household Hazardous Waste Event Collections Fee (per kilogram) $0.95 $1.42 Document Revision History: REVISION # REVISION DATE CHANGE(S) CHANGED BY Page 15 of 15 SCHEDULE “B” Contact Details City of Pickering Contact information: Kristy Gagen Coordinator, Environmental Engagement Phone: 905.420.4660 ext. 2043 Email: kgagen@pickering.ca Lauren Gregory Manager, Facilities Maintenance, Community Services Phone: 905.420.4660 ext. 3227 Email: lgregory@pickering.ca Call2Recycle Canada Contact information: Samuel Li Account Manager, Central (Canada) at Call2Recycle Phone:416-881-0460 Email: Sli@call2recycle.ca