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HomeMy WebLinkAbout97-245 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 97-245 being a by-law to authorize the execution of a Lease Agreement with Canadian Waste Services Inc. for the land identified as 178 Darlington/Townline Road WHEREAS the Council of The Corporation of the Municipality of Clarington at its meeting of October 27, 1997, approved Report WD- 67-97 and the Addendum to it NOW THEREFORE THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of The Corporation of the Municipality of Clarington, a Lease Agreement with Canadian Waste Services Inc. for the land identified as "Area to be Leased" on Site Layout for 178 Darlington/Clarke Townline Road (all that portion of Lot 1, Broken Front Concession, formerly the Township of Darlington) in order to give effect to the intent of Report WD-67-97 2 . THAT the Lease Agreement attached hereto as Schedule "A" forms part of this by-law. BY-LAW read a first and second time this 3rd day of November, 1997 . BY-LAW read a third and final time this 3rd day of November, 1997. Mayor i Cler f , L TRANSFER STATION LEASE BETWEEN THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON -and CANADIAN WASTE SERVICES INC. Dated January 2, 1998 s r THIS LEASE made as of the 2nd day of January, 1998,in pursuance of the Short Forms of Leases Act. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Landlord") and - r CANADIAN WASTE SERVICES INC. (hereinafter called the "Tenant") WHEREAS: A. The Landlord has agreed to lease to the Tenant and the Tenant has agreed to lease from the Landlord the lands and premises which are more particularly described in Schedule "A" hereto (the "Premises"), subject to the reservation of the "Easement" (as hereinafter defined); B. The Landlord acquired title in fee simple to the Premises and abutting lands by Transfer from Her Majesty the Queen, in Right of Ontario, as represented by the Chair of the Management Board of Cabinet dated December 2, 1997 and registered in the Land Registry Office for the land Registry Division of Durham(No. 40) as Instrument No. 507037; C. A Provisional Certificate of Approval No. A680266(the"C of A")for the use and operation of a Waste Disposal Site dated November 24, 1997 for lands described therein and referred to hereinafter as the "Site" was issued to the Landlord by the Director under section 39 of the Environmental Protection Act,R.S.O. 1990 c.E.19,as amended,(the"Act")and O.Reg. 347, R.R.O. 1990, as amended (the "Regulations"). A copy of the C of A is.contained in Schedule "B" hereto; D. The Site described in the C of A includes the Premises and the"Landlord's Retained Lands" (as hereafter defined); Lease -2- E. The C of A permits the use of the Site including the Premises only for the transfer'of Non- hazardous Solid Industrial, Commercial,Institutional and Municipal Waste subject to the conditions set out in the C of A; F. The Tenant has agreed with the Landlord to improve at the Tenant's expense the Premises by constructing and installing the Tenant's Work set out in Schedule "C" hereto (the "Tenant's Work"). G. The Tenant has agreed to operate a Transfer Station on the Premises in accordance with the Act, the Regulations and the C of A and this Lease. H. The Landlord has agreed with the Tenant to undertake the Landlord's Work set out in Schedule "D"hereto including paying part of the cost of upgrading electricity service to the Premises ("Landlord's Work"); I. This Lease is authorized by By-law No. 97-244 passed by the Council of The Corporation of the Municipality of Clarington on October 27, 1997. NOW THEREFORE THIS LEASE WITNESSES that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Landlord and the Tenant, the Landlord leases to the Tenant,and the Tenant leases from the Landlord,the Premises subject to the reservation to the Landlord of the "Easement described below, on the following terms and conditions: 1. Definitions (a) "C of A"has the meaning assigned to it in Recital"C"hereto. "Collection Agreement" has the meaning assigned to it in paragraph 45. "Default" has the meaning assigned to it in paragraph 23. "Commercial Waste" does not include "asbestos waste" as defined in the Regulations. "Director" means the Landlord's Director of Public Works or his designate. "Easement10 has the meaning assigned to it in paragraph 3. "Events of Default" has the meaning assigned to it in paragraph 23. r i Lease -3- "Landlord's Work" means the work listed in Schedule "D" hereto. "Landlord's Retained Lands" means the lands described in Schedule "E" hereto. "Municipal Waste" has the same meaning that is assigned to the term in the Regulations. "Non-hazardous Solid Industrial Waste" has the same meaning that is assigned to the term in the Regulations. "Premises"has the meaning assigned to it in Recital "A"hereto. "Regulations" has the meaning assigned to it in Recital"C"hereto. "Rent" means Basic Rent and Additional Rent. r "Tenant's Work" means the work listed in Schedule "C"hereto. "Tenant's Fixtures" means the fixtures:listed in Schedule "F" hereto. "Term" has the meaning assigned to it in paragraph 2 and where the context requires "Term" includes the period of any renewal of this Lease.. "Transfer Station" has the same meaning that is assigned to the term in the Regulations. "Waste" means Non-hazardous Solid Industrial,Commercial, Institutional and Municipal Waste permitted by the C of A. (b) The following Schedules are attached to and form part of this Lease: Schedule "A" - Description of Premises Schedule "B" - Provisional Certificate of Approval Schedule "C" - Tenant's Work Schedule "D" - Landlord's Work Schedule "E" - Landlord's Retained lands Schedule "F" - Tenant's Fixtures 2. Term (a) The Tenant shall have and hold the Premises as tenant for a term of five (5) years commencing January 2, 1998 and ending January 1, 2003 (the "Term"). f 1 Lease _4- (b) It is hereby acknowledged by the parties that if the Landlord and the Tenant consider it to be advantageous to do so, the Landlord and Tenant may agree to extend the Term for a further period to be agreed upon or to enter into a new lease of the Premises on terms and conditions which shall be set out therein. If the parties do not agree to extend the Term, this Lease shall end on January 1, 2003. 3. Access to Premises During the Term and any renewal thereof the Landlord shall permit the Tenant to have access to and from the Premises for the purposes of this Lease from the Darlington/Clarke Townline Rd. at the approximate location of the "Entrance" shown on the plan identified as "Site Layout for 178 Darlington/Clarke Townline Rd."contained in Schedule"A"hereto. 4. Reservation of Easement The Landlord hereby reserves from the-leasehold interest in the Tenant created by this Lease of the Premises a non-exclusive right-of-way(the "Easement")for all purposes over the Premises for the purpose of providing ingress to and egress from the portion of Townline Road abutting the Premises to the Existing Salt Shed shown on the plan contained in Schedule "A" hereto and to the lands retained by the Landlord and more particularly described in Schedule "E" hereto (the "Landlord's, Retained Lands"). 5. Use (a) The Tenant shall continuously occupy the Premises throughout the Term subject to and in accordance with applicable law including but not limited to the Act and the Regulations, the provisions of the C of A, and this Lease solely for the purposes of a Transfer Station for the transfer of Non-hazardous Solid Industrial,Commercial,Institutional and Municipal Waste, the parking, repair and maintenance of trucks, containers and equipment owned by the Tenant and used in the collection of Waste in the Municipality of Clarington and in the transportation of such Waste to, on or out of the Premises by the Tenant, and an administration office of the Tenant and Tenant's Staff facilities for the operation of a Transfer Station on the Premises, and only as permitted by law and for.no other use or purpose. If the Landlord's Director of Planning and Development deems amendments to the Official Plan and Zoning By-law of the Landlord to be necessary before any portion of the Premises can be used for the purpose of receiving and transferring Waste which is collected outside the boundaries of the Municipality of Clarington and the Landlord gives the Tenant written notice to this effect, notwithstanding any other provision of this Lease, the Tenant shall not use any portion of the Premises for such purposes until the amendments deemed to be necessary by the aforesaid Director,comes into force and effect. Lease -5- (b) The Tenant shall not commit or suffer or permit to be committed (i) any waste or damage, disfiguration or injury to the Premises or the improvements, installations, fixtures and equipment thereon and (ii) any nuisance in, at or on the Premises. (c) The Tenant shall not do or permit anything to be done that results in the cancellation or threatened cancellation or the reduction of coverage under or threatened reduction of coverage under any insurance policy on the Premises or any part of it. (d) The Landlord shall,maintain the C of A in force and effect,subject to the compliance by the Tenant with the terms and provisions thereof, for the benefit of the Tenant during the Term of this Lease and any renewal thereof. The Landlord shall forthwith advise the Tenant of any amendments to the C of A or any changes in the status of the C of A. In the event the C of A is terminated,rescinded,not renewed or suspended at any time during the Term through no fault of the Tenant,or in the event the Tenant is denied the benefit of the C of A through no fault of the Tenant,then,subject to compliance with paragraph 41 hereof,,�he Tenant may in its discretion at any time after any such occurrence forthwith terminate the Lease by written notice given to the Landlord in which event the Lease shall terminate. 6. Rent The Tenant shall pay to the Landlord in lawful money of Canada, without any prior demand therefore and without any deduction, abatement, set-off or compensation whatsoever) Basic Rent of Sixty Thousand($60,000.00) Dollars payable in equal annual instalments of Twelve Thousand ($12,000.00) Dollars each in advance,plus Additional Rent as provided in this Lease. 7. Payment of Basic Rent On the day of commencement of the Term,the Tenant shall pay to the Landlord the first instalment of Basic Rent for the first year of the Term in the amount of Twelve Thousand($12,000.00)Dollars. On January 21, 1999 and thereafter on each anniversary of the date of commencement of the Term during the Term the Tenant shall pay to the Landlord an instalment of Basic Rent for the next ensuing year of the Term in the amount of Twelve Thousand($12,000.00) Dollars. 8. Additional Rent In each and every year during the Term as Additional Rent,the Tenant shall be responsible for and pay and discharge promptly when due all municipal taxes and levies,including all general upper-tier levies,all special upper-tier levies,and all education levies or taxes, (but not including general local municipality levies and special local municipality levies imposed by the Landlord as provided for in paragraph 12)all charges for public utilities,including water, gas,oil,electrical power or energy, light, heat, air conditioning,telephone, steam or hot water used upon or in respect of the PremisesA Lease -6- or for fittings,machines, apparatus,meters or other things leased in respect thereof, and for all work services performed by any corporation or commission in connection with such public utilities. Without limiting the foregoing in any way,duringthe Tenn, the Tenant shall be responsible for and shall pay promptly when due as Additional Rent the aggregate of all expenses and costs of every kind, without duplication, incurred by or on behalf of the Landlord for which the Tenant is responsible under the provisions of this Lease with respect to and for the operation,maintenance and repairs Premises as well as all insurance relating to the Premises required to be obtained and maintained by the Tenant under this Lease. As Additional Rent,the Tenant shall also pay all costs and expenses in respect of the following: (a) ventilating, heating, air-conditioning and humidity control of the Premises; (b) cleaning,janitorial services, window cleaning, sewage and waste on the Premises; r (c) maintenance of all outside areas of the Premises, including snow and ice removal from driveways; and (d) maintenance, repairs and replacements in respect of the Premises as required under this Lease. The Tenant shall (i)provide the Landlord within ten(10) days after receipt of same any tax bills, assessments,utility charges and other notices regarding the foregoing and(ii) promptly deliver to the Landlord receipts evidencing the payment of all of the foregoing. If received by the Landlord the Landlord shall promptly deliver to the Tenant any such tax bills,assessments,utility charges and other notices regarding the foregoing. 9. Tenant's Work The Tenant,at its expense,shall undertake and complete at its expense the Tenant's Work listed in Schedule "C" hereto. The Landlord hereby acknowledges that with the exception of painting the office and garage buildings, the Tenant's Work has been completed in accordance with the provisions of this Lease. 10. Tenant's Fixtures The Tenant may sever the Tenant's Fixtures listed in Schedule "F"hereto and remove the same from the Premises at any time during the Term provided that the Tenant is not in breach of any of the provisions of this Lease at the time when the severance and removal take place,and provided fiu-thher in the case of Tenant's Fixtures other than the truck weigh scale,any damage to the Premises which results from the severance and removal is made good by the Tenant at its expense. t t Lease e7_ 11. Construction Liens The Tenant, at its expense and by whatever means may be necessary, shall immediately obtain the release or discharge of any encumbrance including any construction lien that may be registered against the Landlord's property in connection with any repairs, replacements, additions, alterations or construction and installation of the Tenant's Work made to the Premises made by the Tenant or in connection with any other activity of the Tenant. 12. Landlord's Work (a) The Landlord shall undertake at its expense the Landlord's Work set out in Schedule "D" hereto. (b) In addition to performing the Landlord's Work, prior to the expiry of the period of ninety (90)days following the execution of this Lease,the Landlord shall pay to the Tenant for the installation of an upgraded electric service to the Premises as approved by the Director an amount equal either to the lesser of fifty(50%)percent of the actual cost paid by the Tenant including PST and GST for such service, and five thousand($5,000.00) dollars. 13. Municipality of Clarington Levies During the Term,the Landlord shall pay all levies that may be imposed in respect of the Landlord's reversionary interest in the Premises by The Corporation of the Municipality of Clarington as its general local municipality levy or its special local municipality levy. 14. Repairs and Maintenance Without derogating from paragraph 12 hereof, the Tenant accepts the Premises on an "as is" basis. Except as otherwise provided in this Agreement, the Tenant, at its own expense, shall keep and maintain the Premises and every part thereof (including, without limitation), all electrical, mechanical,plumbing, air conditioning,sprinklers and all other equipment on the Premises in good working order and condition and promptly make all needed maintenance, repairs and replacements as would a prudent owner of similar premises (reasonable wear and tear and damage by fire, 'lightning and tempest only excepted). Without limiting the generality of the foregoing,the Tenant shall keep and maintain the Premises in a clean condition including planting, replacement and cutting grass to the satisfaction of the Director. If structural repairs and replacements to the roof, building envelope, foundation or load bearing walls of any building or structure on the Premises which are caused by the negligence of the Tenant or by an agent, licencee or invitee of the Tenant are required during the Term,then the Tenant shall be obligated,at its expense,to effect such repairs or replacements. Lease _g_ 15. Alterations to Premises (a) If the Tenant, during the Term of this Lease or any renewal of it, desires to make any alterations or additions to the Premises, including but not limited to erecting partitions, attaching equipment, and installing necessary furnishings or additional equipment of the Tenant,the Tenant may do so at its own expense,at any time and from time to time. Before undertaking any alteration or addition the Tenant shall submit to the Landlord detailed plans and specifications as required by the Director, acting reasonably, showing the proposed alteration or addition and the Tenant shall not proceed to make any alteration or addition unless the Director, acting reasonably, has approved the Tenant's plans and specifications therefor. The Tenant shall comply with all applicable laws and the C of A in preparing plans and specifications for proposed alterations or additions. (b) The Tenant shall be responsible for and shall pay the cost of any alterations, additions, installations or improvements that any governing authority, municipal; provincial or otherwise, may lawfully require to be made in,on or to the Premises. (c) No sign,advertisement or notice shall be inscribed,painted or affixed by the Tenant, or any other person on the Tenant's behalf, on any part of the inside or outside of the building in which the Premises are located unless the sign, advertisement of notice has been approved. by the Director, acting reasonably. (d) All alterations and additions to the Premises made by or on behalf of the Tenant shall immediately become the property of the Landlord without compensation to the Tenant. (e) Except for equipment owned and installed on the Premises by the Tenant, and except for Tenant's Fixtures provided that paragraph 9 hereof is complied with, the Tenant shall not remove any building or structure from the Premises without the Director's prior written approval. (f) Forthwith after being given written notice by the Director to do so,the Tenant shall remove at its expense the underground storage tank(s) referred to in the notice and for which the Tenant or an agent, licencee or invitee of the Tenant may be responsible for so placing, and in doing so shall and remediate any environmental contamination of the soil and/or ground water adjacent to such tank(s), and shall comply in all respects with all applicable laws. 16. Indemnification The Tenant covenants to keep the Landlord indemnified and to save the Landlord harmless against all actions, claims, losses, demands, damages, costs and expenses (including solicitor's fees on a solicitor and client basis) to which the Landlord may become liable by reason of any violation or Lease -9- non-performance of any provision of this Lease or demands whatsoever by any person, whether in respect of damage to or injury or death occasioned to or suffered by any person or property, arising out of or occasioned by the maintenance, use or occupancy of the Premises or the subletting or assignment of the same or any part thereof. The Tenant further covenants to indemnify the Landlord with respect to any encumbrance on or damage to the Premises occasioned by or arising from the act, default or negligence of the Tenant, its officers, agents, servants, employees, contractors, customers, invitees or licensees. The Tenant agrees that the foregoing indemnities shall survive the termination of this Lease notwithstanding any provision of this Lease or action of the Landlord to the contrary. If the Landlord shall, without fault on its part, be made a party to any litigation commenced by or against the Tenant,then the Tenant shall protect, indemnify and save the Landlord harmless and shall pay all costs, expenses and reasonably legal fees incurred by the Landlord in connection with such litigation,provided that such litigation is as a result or is in respect of actions or defaults of the Tenant or any one or more persons who the Tenant permits or suffers to be on the Premises. 17. Insurance x The Tenant shall obtain and maintain: (i) replacement cost insurance for the buildings and structures on the Premises in its own name and naming the Landlord as a named insured, in an amount and containing terms and conditions satisfactory to the Landlord's Treasurer, acting reasonably, insuring against the risk of damage to the Premises within the Premises caused by fire or other perils; and (ii) commercial general liability and property damage insurance and environmental impairment insurance in the minimum amount of Five Million Dollars($5,000,000) in which policy the Landlord shall be a named insured and the policy shall include a cross-liability endorsement, each containing terms and conditions satisfactory to the Landlord's Treasurer, acting reasonably. On the execution of this Lease,the Tenant shall deliver to the Landlord copies of the policies of insurance referred to herein which have been certified by the insurer. 18. Damage or Destruction If any building or structure on the Premises is destroyed or damaged by fire, lightning, tempest or other casualty, then in every such case the Tenant shall restore or replace the building or structure in question to the same condition that it was in at the commencement of the Term at the commencement of the Term. II I I Lease _10- 19. Waiver of Subrogation (a) All policies of insurance effected by the Tenant will contain a waiver of any subrogation rights which the Tenant's insurers may have against the Landlord and those for whom the Landlord is in law responsible together with an acknowledgement by the insurers that a release from liability entered into by the insured before a loss does not affect the right of the insured or the Landlord to recover. (b) The Tenant releases the Landlord, its employees, agents or servants, from all liability for loss or damage caused by any of the perils against which the Tenant has insured against or is required to insure against under the provisions of paragraph 17. 20. Co-Insurance If any policies of insurance required under paragraph 17 contain any co-insurance plauses or provisions,then the Tenant will maintain or cause to be maintained at all times a sufficient amount of insurance to meet the requirements of any co-insurance clause or a provision to prevent the Tenant from becoming a co-insurer under the terms of its policy or policies and to permit full recovery of the amounts insured in the event of a loss. 21. Quiet Enjoyment The Landlord covenants with the Tenant for quiet enjoyment of the Premises except as otherwise provided in this Lease, and except as provided in sections 208.8 and 208.9 of the Municipal Act, R.S.O. 1990 c.M.45, as amended. 22. Government Requirements The Tenant shall, at its expense, during the Term: (a) observe and comply with all applicable laws, the Act, the Regulations, the C of A including, without limitation, federal and provincial legislative enactments, building by- laws, and other governmental or municipal regulations which relate to the.Premises.or the partitioning,equipment, operation and use thereof and to the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Premises. The Tenant shall comply with all police, fire and sanitary regulations imposed by any federal, provincial or municipal authorities, or made by insurance underwriters and shall observe all governmental and municipal regulations and other requirements governing the conduct of any activities conducted in the Premises; 7 �, Lease -11- (b) with the exception of those which are included in the C of A, obtain all necessary permits, licenses and approvals relating to the use and occupancy of the Premises and the conduct of activities therein; and (c) carry out all modifications, alterations or changes to the Premises and the Tenant's conduct of activities in or use of the Premises which are required by any such authorities. The Tenant shall indemnify and hold the Landlord harmless against any penalty or fine imposed for any violation of any law, by-law or regulation by the Tenant or those for whom the Tenant is in law responsible. 23. Events of Default (a) The occurrence of any of the following events("Events of Default") shall be deemed a default("Default') under this Lease if and whenever: (i) the Tenant,fails to pay any Basic Rent promptly when due, or fails to pay Additional Rent provided that the Landlord first gives the Tenant thirty (30) days written notice of any such failure and the default is not remedied on or before the end of such period; (ii) the Tenant fails to observe or perform any other term, covenant, condition, or obligation under this Lease including, but not limited to, compliance with the Act, the Regulations or the C of A that is capable of remedy, other than a default in payment of Basic Rent or Additional Rent,and such default remains unremedied after thirty (30) days following written notice given by the Landlord to the Tenant specifying such default and requiring the Tenant to remedy the same,provided that if the Tenant has taken substantive steps to remedy the default within such thirty(30) day period and is proceeding in good faith to complete remedying the default as quickly as is reasonably practicable, such period shall be deemed to expire one (1) day after the default has been remedied; (iii) the Tenant fails to observe and perform any other term, covenant, condition or obligation under this Lease any applicable law,the Act,the Regulations or the C of A that is not capable of remedy; (iv) the Tenant makes an assignment for the benefit of its creditors generally, or if the Tenant is declared bankrupt or insolvent, or if a petition in bankruptcy is filed against the Tenant, or if;the Tenant files an assignment in bankruptcy or takes or attempts to take the advantage of any legislation for relief of bankrupt or insolvent debtors, or if areceiver or a receiver and manager is appointed for all or a portion Lease -12- of the Tenant's property, or if any steps are taken or any action or proceedings are instituted by the Tenant or by any other party including, without limitation, any court or governmental body of competent jurisdiction for the dissolution, winding-up, discharged or abandoned; and (v) the Premises become and remain vacant for a period of five (5) consecutive days. Upon an Event of Default occurring, the full amount of Basic Rent and Additional Rent then owing•and the whole of the Basic Rent for the balance of the Term shall immediately become due and payable by the Tenant to the Landlord. 24. Right of Re-Entry Without derogating from the provisions of this Lease, upon an Event of Default occurring, at the option of the Landlord,the Landlord, in addition to any other remedy or right it may have, and without notice or any form of legal process, may forthwith re-enter upon and take possession of the Premises without thereby terminating this Lease and remove and sell the Tenant's goods, chattels, equipment and Tenant's Fixtures therefrom, any rule of law or equity to the contrary notwithstanding. The Landlord may seize and sell such goods, chattels, equipment and Tenant's Fixtures of the Tenant as are in the Premises and may apply the proceeds thereof to all rent and other payments to which the Landlord is then entitled under this Lease. Any such sale may be effected in the discretion of the Landlord by public auction or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may decide. 25. Legal Expenses to Recover Possession If legal action is brought for recovery of possession of the Premises, for the recovery of Basic Rent or Additional Rent, or any other amount due under this Lease, or because of the breach of any other terms, covenants or conditions herein contained on the part of the Tenant to be kept or performed, and a breach is established, the Tenant shall pay to the Landlord all reasonable expenses incurred therefor, including a solicitor's fee(on a solicitor and his client basis), unless a Court shall otherwise award. 26. Right of Termination In addition to all rights and remedies of the Landlord available to it by any provisions of this Lease or given by law to the Landlord,the Tenant agrees that upon an Event of Default occurring, the Landlord shall have the right to terminate this Lease:by giving notice in writing to the Tenant. Upon such notice being given, this Lease shall terminate immediately without the necessity of any legal proceeding whatsoever. The Tenant shall thereupon within three(3) day Lease -13- after the notice is given quit and surrender the Premises to the Landlord, and the Landlord, its agents, contractors and employees shall have the right to enter the Premises and dispossess the Tenant and remove any persons or property therefrom without the necessity of legal proceeding whatsoever and without being liable to the Tenant therefor in damages,or otherwise. 27. Right to Re-let etc. If the Landlord re-enters pursuant to the provisions of either this Lease or any applicable law, the Landlord, without limiting its right to recover damages,may either terminate this Lease, or the Landlord may from time to time without terminating the Tenant's obligations under this Lease, make any alterations and repairs considered necessary by the Landlord to facilitate a reletting and relet the Premises or any part thereof as agent of the Tenant for such term or terms and at such rental or rentals and upon such other terms and conditions as the Landlord in its reasonable discretion considers advisable. Upon each reletting, all rent and other moneys received by the Landlord from the reletting will be applied(i)to the payment of indebtedness other than Rent due hereunder from the Tenant to the Landlord(ii)to the payment of costs and expenses of the reletting including brokerage fees, legal fees and costs of the alterations and repairs and (iii)to the payment of Rent due and unpaid hereunder. The residue, if any,will be held by the Landlord and'applied in payment of future rent as it becomes due and payable. If the rent received from the reletting is less than the Rent to be paid by the Tenant,the Tenant shall pay the deficiency to the Landlord. No re-entry by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of that intention is given to the Tenant. Despite a reletting without termination, the Landlord may elect at any time to terminate this Lease for a previous breach. 28. Separate Remedies The Landlord may from time to time resort to any or all of the rights and remedies available to it upon an Event of Default occurring, either by any provision of this Lease or by statute or by the general law, each of such rights and remedies being intended to be cumulative and not alternative and each may be exercised generally or in combination. 29. Qverholding No Tacit Renewal If the Tenant remains in possession of the Premises after the end of the Term with the Consent of the Landlord but without having executed and delivered a new lease,there is no tacit renewal of this Lease and the Term hereby granted, notwithstanding any statutory provisions or legal presumption to the contrary, and the Tenant shall be deemed to be occupying the Premises as a Tenant from month to month at a monthly Basic Rent payable in advance on the first day of each month equal to the aggregate of the following: (a)the monthly prorated amount of the Basic Rent payable in respect of the last month of the Term; and(b)one-twelfth(1/12th) of the amount of VWA Lease -14- the Basic Rent and the Additional Rent payable by the Tenant in the last full twelve (12)month Rental Year of the Term; and otherwise, upon the same terms, covenants and conditions as are set forth in this Lease (including the payment of all Additional Rent), so far as these are applicable to a monthly tenancy. 30. Waiver (a) Notwithstanding anything contained in any statute now or hereafter in force limiting or abrogating the right of distress, none of the goods, chattels or Trade Fixtures of the Tenant on the Premises at any time during the Term shall be exempt from levy by distress for rent in arrears, and if any claim is made for such exemption by the Tenant or if a distress is made by the Landlord or if any action is brought to test the right of the Landlord to levy upon any such goods as are so exempted,this Lease may be pleaded as an estoppel against the Tenant,the Tenant hereby waiving each and every benefit that could or might have accrued to the Tenant under and by virtue of any such,statute but for this Lease. (b) Failure of the Landlord to insist upon the performance of any such covenant or condition of this Lease or to exercise any right or option contained in this Lease shall not be construed as a waiver or relinquishment of any such covenant, condition; right or option or of any subsequent breach of the same. No variation or waiver of any covenant or condition of this Lease shall be valid unless in writing and signed by duly authorized persons on behalf of the Landlord. (c) All Basic Rent and Additional Rent to be paid by the Tenant to the Landlord shall be paid without any deduction, abatement, set-off or compensation whatsoever. 31. Right to Enter to Inspect The Landlord may from time to time enter upon the Premises to inspect the condition of the same including conducting such tests as the Landlord considers necessary, taking actions that the Landlord considers necessary to comply with the Act,the Regulations and the C of A, or to exercise its rights and perform its duties under this Lease. 32. Security At any time during the Term and any renewal thereof the Director may give the Tenant written notice requiring that the Tenant deliver to the Landlord within fifteen(15) days following the giving of the notice an amendment to the performance bond deposited with the Municipality pursuant to the "Collection Agreement" (as hereafter defined)to secure performance of the Tenant's obligations under this Lease or such of them as are specified in the aforesaid notice Lease -15- including the Tenant's obligations respecting the collection of moneys pursuant to paragraph 36 and payment of the same to the Municipality. The Tenant shall comply with such notice. The amendment to the performance bond shall permit the Landlord to draw upon the performance bond for the purposes referred to in this paragraph'. It shall be approved by the Landlord's Treasurer before it is accepted for deposit by the Municipality. The aforesaid amendment shall contain terms and conditions acceptable to the Landlord's Treasurer, acting reasonably. In the event that the Landlord draws upon such performance bond for the purposes of this paragraph 32, forthwith thereafter the Landlord shall give written notice thereof to the Tenant. 33. Source of Non-Clarington Waste The source including the type of all Waste collected beyond the boundaries of Clarington must be approved by the Director in writing before the Tenant may accept any such Waste at the Transfer Station. 34. Records Including Weigh Scale Manifests (a) With respect to each load of Waste delivered to the Transfer Station by other persons than individual residents,the Tenant shall prepare and retain at the Transfer Station for the term of this Agreement for inspection by the Director or by the Landlord's Auditor individual written Truck Weigh Scale Manifests numbered serially which shall show: (i) the date and time of the delivery, (ii) vehicle identification, (iii) driver identification, (iv) account number and identity, (v) description of Waste, (vi) origin of Waste, and (vii) net weight in tonnes of Waste. (b) In addition to the individual written Truck Weigh Scale Manifests referred to in(a), the Tenant shall prepare daily and retain at the Transfer Station for the term of this Agreement a daily report of all transactions which shall be numbered serially and shall show: (i) the date and time of preparation, (ii) the serial numbers of the Truck Weigh Scale Manifests which are summarized, (ii) the date, and vehicle in and out times shown on the Weigh Scale Manifests, (iv) identification of vehicles delivering Waste, (v) the net tonnes of Waste shown on the Truck Weigh Scale Manifests, (vi) the origin of the Waste, and Lease -16- (vii) the amount of the royalty, if any, payable to the Municipality with respect to Non- hazardous Solid Industrial, Commercial, Institutional and Municipal Waste and non-Clarington originated residential Waste. The Tenant shall deliver copies of the all-transactions daily reports to the Municipality forthwith after the completion of each week of the term of this Agreement. (c) With respect to Waste transported from the Transfer Station, the Tenant shall prepare a serially numbered bill of lading for each vehicle which shall show: (i) the date of the bill of lading, (ii) the names of the consignor and the consignee, (iii) the consignee's destination of the Waste, (iv) the consignee's tractor and trailer numbers, (v) a description of the Waste, , (vi) the net weight of the Waste and shall be signed by or for both the consignor and the consignee. A copy of the aforesaid bills of lading shall be kept at the Transfer Station for inspection by the Director. or by the Landlord's Auditor. 35. Truck Weigh Scales The Tenant shall comply at all times with the provisions of the Weights and Measures Act, R.S.C. 1995, c.W.6, as amended, in providing,installing, maintaining and calibrating the truck weigh scales installed by the Tenant on the Premises. The truck weigh scales shall be approved under the Weights and Measures Act. 36. RQ�alri� The Tenant shall pay a royalty to the Landlord in an amount calculated at the rate of Two ($2.00) Dollars per tonne on the weight of all Non-hazardous Solid Industrial, Commercial and Institutional Waste, all residential waste collected beyond the boundaries of the Municipality of Clarington and all Waste collected within the boundaries of the Municipality of Clarington by others than the Tenant,which is delivered to the Transfer Station as shown on the Truck Weigh Scale Manifests referred to in paragraph 34(a). 37. Waste Delivered by Individual Residents After the Director gives the Tenant written notice that the Landlord wishes to settle the terms and conditions of an amendment to this Lease with the Tenant to permit individual residents of the i Lease -1'7- Municipality of Clarington to deliver Waste (which may include certain hazardous solid waste if the C of A is amended to permit this use of the Site referred to in the C of A)to the Premises during the permitted hours of operation of the Transfer Station as provided in paragraph 38, the parties hereto will negotiate in good faith to settle such terms and conditions and complete the same no later than fifteen(15)days after the notice is given to the Tenant. It is understood and agreed by the parties that such terms and conditions will deal, among other matters, with improvements to the Transfer Station to provide a suitable collection facility and the method of compensation of the Tenant for providing the transfer facility and service for the purpose referred to in this paragraph. 38. Inspection and Audit of Records The Director and/or the Landlord's Auditor may enter on the Transfer Station at any time to inspect any of the records referred to in paragraph 34. 39. Hours of Operation of Transfer Station (a) Notwithstanding the C of A, unless otherwise approved in writing by the Director, the Tenant shall not receive Waste at, or remove or suffer any person to remove Waste from the.Premises except between the hours of 6:00 a.m. and 6:00 p.m., Monday to Friday and 6:00 a.m. to 1:00 p.m. on Saturday during each week of the Term. (b) The Tenant will cause all Waste delivered to the Premises to be removed from the Premises within twenty-four(24)hours of its receipt unless otherwise approved in writing by the Director. 40. Video Tape Record of Entries and Departures The Landlord, its consultants,agents and employees may enter on the Premises including the office and garage building during the hours of operation of the Premises as set out in paragraph 39 at any time in order to instal, maintain,replace and remove video tapes from one or more cameras which may be positioned by the Landlord's representatives to video tape all vehicles which enter or leave the Premises. 41. Remediation on Termination of Lease Prior to the termination of this Lease, the Tenant at its expense shall undertake such remediation work on the Premises as may be directed in a written notice given by the Director to the Tenant so that soil and ground water contamination of the Premises are no greater than the degree and extent of contamination described in the memorandum from Brian Roche of Environmental Associates to Don Bourne of Totten Sims Hubicki Associates dated September 22, 1997 and �( Lease -18- entitled "Phase II Environmental Site Assessment Newcastle Patrol Yard,Newcastle, Ontario" which is on file with the Director. 42. Prior Approval of Persons Not Full-Time Employees of Tenant Prior to causing,permitting or suffering any person who is not a full-time employee of the Tenant to move Waste to or on the Premises or any portion of the Premises, or to remove Waste from the Premises or any portion of the Premises, the Tenant shall obtain the approval in writing of the Director of such person. The Director may refuse to approve any person who the Director, in his absolute discretion, considers not to be in the best interests of the Municipality to move Waste to or on the Premises or to or on any portion of the Premises, or to remove Waste from the Premises or any portion of the Premises by written notice given to the Tenant. For the avoidance of doubt,this paragraph 42 applies in respect of all persons performing any of the functions described herein whether or not on or prior to the day on which this Lease in fact is executed by the latest to execute it of the Landlord and the Tenant,the Tenant has caused, perrrlitted or suffered any such persons to move Waste to or on the Premises or any portion of the Premises, or to remove Waste from the,Premises or any portion of the Premises. The term"person"when used in this paragraph 42 and in paragraph 43 includes but is not limited to a corporation, a partnership, an association, a joint venture, a contractor and a subcontractor of the Tenant or of any person who has been approved by the Director,but the term"person"does not include individual residents of the Municipality who are not engaged in hauling Waste for hire or gain or in connection with a business and who deliver Waste to the Premises pursuant to the amendment to paragraph 37 of this Lease which is contemplated by paragraph 37. 43. Landlord to Approve Waste Receiving Facility Prior to causing,permitting or suffering any Waste to be removed from the Premises by the Tenant or by any person to any receiving waste management facility, the Tenant shall obtain the approval in writing of the Director of the waste management facility in question, provided that the Tenant's existing waste management facility in Napanee, Ontario, shall be deemed to be approved by the Director under this paragraph 43. 44. Covenants Every obligation of the Landlord or the Tenant expressed in this Lease, even though not expressed as a covenant, shall be deemed to be a covenant for all purposes. 45. Accord and Satisfaction No payment by the Tenant or receipt by the Landlord of a lesser amount than the payment of Basic Rent herein stipulated is deemed to be other than on account of the earliest stipulated Basi Lease -19- Rent, nor is any endorsement or statement on any cheque or any letter accompanying any cheque or payment as Basic Rent or Additional Rent deemed an acknowledgement of full payment or an accord and satisfaction, and the Landlord may accept and cash such cheque or payment without prejudice to the Landlord's right to recover the balance of such Basic Rent or Additional Rent, as the case may be, or to pursue any other remedy provided in this Lease. 46. No Partnership or Agency The Landlord does not in any way or for any purpose become a partner of the Tenant in the conduct of its business, or otherwise, or a joint venturer or a member of a joint enterprise with the Tenant, nor is the relationship of principal and agent created by this Lease. 47. Collection Agreement to Prevail None of the provisions of this Lease shall be deemed to derogate from any provisign of Contract CL 94-36 between the Landlord and Laidlaw Waste Systems Ltd:dated October 14, 1994 respecting the collection of garbage in the Municipality of Clarington and,the hauling and unloading of the same ("Collection Agreement") as the Collection Agreement may be amended from time to time. In the event of a conflict between any provisions of this Lease and the Collection Agreement, the provisions of the Collection Agreement shall be deemed to prevail. 48. No Assignment, etc. Without Consent The Tenant shall not assign this Lease, or sub-let or licence any person to use the whole or any portion of the Premises without first obtaining the consent in writing of the Landlord, which consent may unreasonably withheld. 49. Consent of Region of Durham If Required This Lease is conditional on the consent of the Regional Municipality of Durham being given to it if required by law provided that if part only of this Lease is required to be consented to by the Regional Municipality of Durham, only such part shall be conditional on consent to it being given by the Regional Municipality of Durham. 50. PST AND GST Without derogating from any other provision of this Lease, the Tenant shall be responsible for the payment of Provincial Sales Tax and Goods and Services Tax where applicable in respect of and in addition to the Rent required to be paid by the Tenant to the Landlord under this Lease. n Lease -20- 51. Authority of Landlord The Tenant acknowledges and agrees that the Landlord has authority to enter into this Agreement, that every provision hereof is authorized by the law and is fully enforceable by the Parties, and that this Agreement is made by the Municipality in reliance on the acknowledgement and agreement of the Owner as aforesaid. 52. Notices If any notice or other document is required to be or may be given by the Landlord or by any official of the Landlord to the Tenant or by the Tenant to the Landlord under this Lease, such notice shall be transmitted by telefax, mailed by first class prepaid post or delivered to: The Landlord: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Director of Public Works If by telecopier to: (905) 623-9282 The Tenant: Canadian Waste Services Inc. 1126 Fewster Drive Mississauga, Ontario L4W 2A4 If by telecopier to: (905)624-8121 or such other address of which the Landlord or the Tenant has notified the other in writing. Any such notice so mailed or delivered shall be deemed good and sufficient notice under the terms of this Lease and shall be effective from the date which it is so mailed or delivered. Any notice transmitted by telefax shall be effective from the date that it is telefaxed. 53. Force Majeure Notwithstanding anything to the contrary contained in this Lease, if the Tenant is bona fide delayed or hindered in or prevented from the performance of any term, covenant or act required hereunder by reason of strikes; labour troubles; inability to procure materials or services; power failure;'restrictive governmental laws or regulations; riots; insurrection; sabotage; rebellion; war r Lease -21- act of God; or other reason whether of a like nature or not which is not the fault of the Tenant, then performance of such term, covenant or act is excused for the period of the delay and the Tenant shall be entitled to perform such term, covenant or act within the appropriate time period after the expiration of the period of such delay. However,the provisions of this paragraph do not operate to excuse the Tenant from the prompt payment of Basic Rent,Additional Rent or any other payments required by this Lease. 54. Time of Essence Time shall be of the essence in all respects of this Lease and every part of it. 55. Governing Law This Lease shall be interpreted, governed and enforced in accordance with the laws of the Province of Ontario, Canada. 56. Enforceability If any term, covenant or condition of this Lease or the application thereof to any person or circumstance is to any extent held or rendered invalid, unenforceable or illegal,the remainder of this Lease or the application of such term, covenant or condition to persons or circumstances other than those with respect to which it is held invalid,unenforceable or illegal is not affected thereby and continues to be applicable and enforceable to the fullest extent permitted by law. 57. Enurement This Lease shall enure to the benefit of and be binding upon the parties hereto,their successors and assigns. i Lease -22- IN WITNESS WHEREOF the parties have duly executed and unconditionally delivered this Lease as of the date first above written. THE CORPORATION OF TIDE MUNICIPALITY OF CLARINOTON By• MC amre B . Barrie CST DICES INC. B Name: Title: V ido -PQEsI pc,�T wit-F (aoca�u3T By. Name: Title: r� SCHEDULE "A" LEGAL DESCRIPTION The northerly 122 metres of the lands and premises more particularly described as All that portion of Lot 1, Broken Front Concession in the Township of Darlington in the Regional Municipality of Durham having an area of 13.097 acres, and shown on a Plan of Survey P-2695-81 attached to Instrument Number N23893 and being more particularly described as follows: PREMISING THAT all bearings herein are Astronomic, derived from the centre line of construction of the Kings' Highway Number 401 shown on Plan P-2695-54 and are referred to the meridian passing through the intersection of the divided highway and the line between East Whitby and Whitby Townships in longitude 78 degrees 53 minutes 45 seconds West; COMMENCING at a point, marked by a monument, in Lot 1,*Broken Front Concession,which may be located by starting at the nortli-east corner of Lot 1 and the following courses and distances: (1) south 17 degrees 39 minutes East,2239.91 feet; and (2) north 70 degrees 41 minutes 30 seconds East, 541.20 feet to the point of commencement, THENCE North 17 degrees 38 minutes West, 10.0 feet,more or less, to a wire fence existing in January, 1964; THENCE North 17 degrees 38 minutes West along the wire fence 702.50 feet,more or less, to a monument; THENCE North 17 degrees 38 minutes West, 20.0 feet; THENCE North 72 degrees 48 minutes East, 20.0 feet,more or less, to a monument; THENCE North 72 degrees 48 minutes East, 743.0 feet,more or less, to a monument; THENCE North 72 degrees 48 minutes East, 20.0 feet, more or less, to the easterly limit of Lot l; THENCE South 17 degrees 34 minutes East along the easterly limit 20.0 feet, more or less,to a monument; Ih Schedule "A" _2_ THENCE South 17 degrees 34 minutes East continuing along the easterly limit 704.49 feet, more or less, to a monument in a wire fence existing in January, 1964; THENCE South 72 degrees 18 minutes West along the last mentioned wire fence 771.19 feet, more or less, to a wire fence existing in January, 1964; THENCE South 72 degrees 18 minutes West, 12.0 feet,more or less, to the point of commencement; WITH THE EXCEPTION of the Existing Salt Shed shown on the Plan contained in this Schedule "A"; AND SUBJECT to the Easement reserved to the Landlord which shall be appurtenant to the Landlord's Retained Lands described in Schedule"F" to this Lease, for the purposes described in paragraph 3 of this Lease. Area to be leased by Canadian Waste Existing Storag Shed Existing xisting Garag Sand Loading dd Dome Area Officen8ulidin o: W z J WEIGH j t+ SCALES ENTRANCE 3 o � Y Existing 1 Salt Shed V z 0 c� LANDLORD'S RETAINED LANDS z a 0 s C. ATTACHS\DARL/TRANSM.DWG SITE LAYOUT FOR DRAWN BY: JM DATE: MAR. 1991 178 DARLINGTON/CLARKE TOWNLINE RD. SCHEDULE "B" PROVISIONAL CERTIFICATE OF APPROVAL i r.9 V Mme' O 'IEC. '161997, OJ Ontario k;UBLIC WORKS HAMPTON Ministry of Minist6re de 5775 Yonge Street 5775,rue Yonge Environment I'Environnement 8th Floor 8i6me 6tage and Energy et de I'tnergie North York,Ontario North York(Ontario) M21VI 4JI M2M Q t- Central Region R6gion du Centre TF11 November 24, 1997 roe�-$ TO Mr. Stephen Vokes I pPI Rec'oeos i C 1, 53 "I5(2-17 Director of Public Works The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Dear Mr. Vokes: RE: Provisional Certificate of Approval No. A680266 - Waste Disposal Site (Transfer) Part Lot 1,Concession B.F. Municipality of Clarington,The Regional Municipality of Durham Please find attached a Provisional Certificate of Approval for a Waste Disposal Site (Transfer) for the above location: Copies of the Certificate are being forwarded to those indicated on this advisory letter. Should you have any questions regarding this Certificate please contact Mr. Guy Potter at (416) 326- 6700. Yours truly, D. rump Regional Director Central Region cc: W. Ng, Director, Approvals Branch D. Beach, District Manager, York�Durhani District Office A. Gortva, Environmental Monitoring and Reporting Branch Clerk, The Regional Municipality of Durham 'OFMinistry of Minist6re de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 1 of 11 Under the Environmental Protection Act and the regulations and subject to the limitations thereof, this Provisional Certificate of Approval is issued to: The Corporation of the Municipality of Clarington 40 Temperance Street - — Bowmanville, Ontario L1C 3A6 for the use and operation of a Waste Disposal Site(Transfer), all in accordance with the following plans and specifications: -The application and supporting information as listed in Schedule "A",which is attached to this Provisional Certificate of Approval and forms a part of this Certificate. Located at. Part Lot 1, Concession B.F. Municipality of Clarington ,The Regional Municipality of Durham which includes the use of the Site only for the Transfer of the following categories of waste (Note: A change in the use of the Site or the addition of new categories of wastes requires a new application and amendments to this Provisional Certificate of Approval): Solid non-hazardous, Industrial, Commercial,Institutional and Municipal W* aste; and subject to the following Conditions: A.Definitions: For the purposes of this Provisional Certificate of Approval: i (1) (a) "Act" means the Environmental Protection Act,R.S.O. 1990, C. E-19 as amended; (b) "Municipality" and "Owner" means The Municipality of Clarington; (c) "District Manager" means the District Manager, York-Durham District Office,Ontario Ministry of Environment and Energy; (d) "Ministry" means the Ontario Ministry of Environment and Energy; rn Ministry of Minist6re de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 2 of 11 (e) "Municipal Waste" means as it is defined in Section(1)of O.Reg. 347, R.R.O. 1990. (f) "O. Reg. 347" means Ontario Regulation 347, R.R.O. 1990, as amended; (g) "Regional Director" means the Regional Director of Central Region of the Ontario Ministry of Environment and Energy; and (h) "Site" and "Facility" means the operation being approved under this Provisional Certificate of Approval, located at Part Lot 1, Concession B.F., Municipality of Clarington, The Regional Municipality of Durham. B. General (2) Except as otherwise provided by these Conditions,the Site shall be designed,developed, used, maintained and operated and all facilities, equipment and fixtures shall be built and installed in accordance with the application for this Provisional Certificate of Approval,dated August 21, 1997,and the plans and specifications listed in Schedule "A". (3) Where there is a conflict between a provision of any document referred to in Condition(2) and the Conditions of this Provisional Certificate of Approval,the Conditions in this Provisional Certificate of Approval shall take precedence. (4) Requirements specified in this Provisional Certificate of Approval are the requirements under the Act. Issuance of this Provisional Certificate of Approval in no way abrogates the Municipality's legal obligations to take all reasonable steps to avoid violating other applicable provisions of the Act and other legislation and regulations and to obtain any other approvals required by legislation. (5) Requirements of this Provisional Certificate of Approval are severable. If any requirement of this Provisional Certificate of Approval, or the application of any requirement of this Provisional Certificate of Approval to any circumstance, is held invalid,the application of such requirement to other circumstances and the remainder of this Provisional Certificate of Approval shall not be affected thereby. (6) The Municipality must ensure compliance with all terms and Conditions of this Provisional Certificate of Approval. Any non-compliance constitutes a violation of the Act and is grounds for enforcement. (7) The Municipality shall ensure that all communications/correspondence made pursuant.to this Provisional Certificate of Approval reference the Site number(A680266). Ministry of Minist6re de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE(TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 3 of 11 (8) The Municipality shall notify the Regional Director in writing of any of the following changes within thirty (30) days of the change occurring: (a) (i) change of Owner or operator of the Site or both; (ii) change of address or address of the new Owner; (iii) change of partners where the Owner or operator is or at any time becomes a partnership, and a copy of the most recent declaration filed under the Business Names Act. 1991 shall be included in the notification to the Regional Director, (iv) any change of name of the corporation where the Owner or operator is or at any time becomes a corporation,and a copy of the most current"Initial Notice or Notice of Change" (form 1 or 2 of O.Reg. 182,Chapter C-39,R.R.O. 1990 as amended from time to time), filed under the Corporations Information Act shall be included in the notification to the Regional Director; and (v) change in directors or officers of the corporation where the Owner or operator is or at any time becomes a corporation,and a copy of the most current"Initial Notice or Notice of Change" as referred to in 8(a)(iv), supra; (b) In the event of any change in ownership of the Site,the Owner shall notify in writing the succeeding owner of the existence of this Provisional Certificate of Approval, and a copy of such notice shall be forwarded to the Regional Director. (9) The Municipality shall allow Ministry personnel, or a Ministry authorized representative(s), upon presentation of credentials,to: (a) carry out any and all inspections authorized by Section 156, 157 or 158 of the Act, Section 15, 16, or 17 of the Ontario Water Resources Act, R.S.O. 1990, or Section 19 or 20 of the Pesticides Act R.S.O. 1990, as amended from time to time, of any place to which this Provisional Certificate of Approval relates; and, without restricting the generality of the foregoing to: (b) (i) enter upon the premises where the records required by the Conditions of this Provisional Certificate of Approval are kept; (ii) have access to and copy, at any reasonable time, any records required by the Conditions of this Provisional Certificate of Approval; owMinistry of Ministore de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 4 of II (iii) inspect at reasonable times any facilities, equipment(including monitoring and control equipment), practices, or operations required by the Conditions of this Provisional Certificate of Approval; and (iv) sample and monitor at reasonable times for the purposes of assuring compliance with the Conditions of this Provisional Certificate of Approval. (10) (a) The Municipality shall, forthwith upon request of the Regional Director, District Manager, or Provincial Officer(as defined in the Act),finish any information requested by such persons with respect to compliance with this Provisional Certificate of Approval, including but not limited to, any records required to be kept under this Provisional Certificate of Approval; and (b) In the event the Municipality provides the Ministry with information,records, documentation or notification in accordance with this Provisional Certificate of Approval(for the purposes of this Condition referred to as "Information"), (i) the receipt of Information by the Ministry; (ii) the acceptance by the Ministry of the Information's completeness or accuracy; or (iii) the failure of the Ministry to prosecute the Municipality, or to require the Municipality to take any action,under this Provisional Certificate of Approval or any statute or regulation in relation to the Information shall not be construed as an approval, excuse or justification by the Ministry of any act or omission of the Municipality relating to the Information, amounting to non-compliance with this Provisional Certificate of Approval or any statute or regulation. (11) Any information relating to this Provisional Certificate of Approval and contained in Ministry files may be made available to the public in accordance with the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, C. F-31. (12) All records and monitoring data required by the Conditions of this Provisional Certificate of Approval must be kept on the Site for a minimum period of at least two (2) years. C. Site Operations (13) The Site may only accept waste Monday through Saturday,-between 7:00 a.m. to 9 p.m. inclusive. rn Ministry of Minist6re de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE(TRANSFER) and Energy ' et de I'tnergie NO. A680266 Ontario Page 5 of 11 14 This Site may only a ( ) y y crept solid non-hazardous Industrial, Commercial,Institutional and Municipal Wastes that have been generated from within the Regional Municipality of Durham and the Counties of Northumberland, Victoria and Peterborough. (15) The amount of waste stored at this Site, at any time, shall not exceed 598 tonnes. ~ -` (16) The amount of waste transferred from this Site for final disposal shall not exceed 299 tonnes per day, at any time. (17) All wastes generated at the Site must be managed and disposed in accordance with the Act and Ontario Regulation 347, R.R.O. 1990. (18) Incoming waste shall be inspected by a qualified employee(s)prior to being received to ensure that the Site is approved to accept that type of waste. (19) All wastewater must be discharged in accordance with the Ontario Water Resources Act. R.S.O. 1990 and any applicable Municipal Sewer Use By-Law(s). (20) (a) The Municipality shall ensure that the Site is not operated unless all air approvals under Section 9 of the Act,where applicable,have been obtained; and (b) At no time is burning or incineration of any materials allowed on the Site. (21) The Site must be maintained in a secure manner, such that unauthorized persons cannot enter the Site. (22) The Municipality must conduct, each operating day, a visual inspection of the following areas to ensure the Site is secure and that no off-site impacts such as vermin, vectors, odour, dust, litter, noise and traffic, result from the operation of the facility: (i) loading/unloading area(s); (ii) storage area(s), including the asphalt floor and concrete foundation; and (iii) security fence or barriers. (23) All operators of the Site shall be trained with respect to the following areas: (a) terms,conditions and operating requirements of this Certificate; (b) operation and management of the Facility; (c) any environmental concerns pertaining to the wastes to be transferred; (d) occupational health and safety concerns pertaining to the wastes'to be transferred; rn Ministry of Ministbre de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 6 of 11 (e) relevant waste management legislation,regulations,including,but not limited-to the Act, O. Reg. 347; and (f) operation of equipment and procedures to be followed in the event of an emergency situation. (24) The Municipality shall take immediate measures to clean-up all spills and other discharges of any wastes, and the spill clean-up material shall be stored at the Site, in sealed barrels or in an appropriate solid waste container,until such time as it is removed to a facility approved to receive such waste. (25) All spills and upsets shall be immediately reported to the Ministry's Spills Action Centre at(416) 325- 3000 or 1-800-268-6060 and shall be recorded in the log,referred to in Condition(27)of this Provisional Certificate of Approval, as to the nature of the spill or upset, and the-action taken for clean- up,correction and prevention of future occurrences. D.Record Keeping (26) The Municipality shall maintain, at the Site, a log book which records daily the following information: (a) date of record; (b) types,quantities and source of waste received; (c) quantities of waste stored on the Site; (d) quantities and destination of waste shipped from the Site; (e) results of the inspection required under Condition(18), including the name and signature of the person conducting the inspection; and (f) any spills or upsets as noted in Condition(25). E.Annual Report (27) By December 31, 1998, and on an annual basis thereafter,the Municipality shall retain on-site an annual report for the previous calendar year. Each report shall include, as a minimum, the following information: (a) a monthly summary of the type and quantity of all incoming and outgoing wastes; (b) any environmental and operational problems,that could negatively impact the environment, encountered during the operation of the Site and during the facility inspections and any mitigative actions taken; (c) a statement as to compliance with all Conditions of this Provisional Certificate of Approval and with the inspection and reporting requirements of the Conditions herein; and 0 Ministry of Minist6re de PROVISIONAL CER77FICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Pdge 7 of 11 I (d) any recommendations to minimize environmental impacts from the operation-of the Site and to improve Site operations and monitoring programs in this regard. F. Closure Plan (28) (a) The Municipality must submit, for approval by the Regional Director, a written Closure Plan for the Site four(4) months prior to closure of the Site. This plan must include, as a minimum, a description of the work that will be done to facilitate closure of the Site and a schedule for completion of that work; and (b) Within ten(10) days after closure of the Site,the Municipality must notify-the Regional Director, in writing,that the Site is closed and that the Site Closure Plan has been implemented. 6 i • i I i I (� Ministry of Minist6re de PROVISIONAL CERTIFICATE OF APPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE(TRANSFER) and Energy et de I'Energie Ontario NO. A680266 Page 8 of 11 SCHEDULE "A" - - This Schedule_"A" forms part of Provisional Certificate of Approval A680266 date4/ 1997: (1) Application for Approval of a Waste Disposal Site and supporting documentation signed by Mr. Stephen Vokes, Director of Public Works, Municipality of Clarington, dated August 21, 1997. (2) Letter from Guy Potter,MOEE to Stephen Vokes,Director of Public Works,Municipality of Clarington, dated August 28, 1997 re:Acknowledgment of Application and returned fee. (3) Letter from Guy Potter,MOEE,to Clerk,Regional Municipality of Durham dated August 28, 1997 re: Hearing. (4) Posting on the Environmental Bill Of Rights(EBR)Registry Instrument No. IA7E1337.P from September.4, 1997 through October 4, 1997. (5) Facsimile from Chris Darling, Planning,Regional Municipality of Durham to Guy Potter,MOEE dated September 29, 1997 re:Hearing not required. (6) Facsimile from Donald Patterson, Manager*of Operations,Municipality of Clarington to Guy Potter, MOEE dated November 13, 1997 re: Purchase agreement and additional information. Iwo I Ministry of Minist6re de PROVISIONAL CERTIFICATE OFAPPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 9of11 NOTICE TO- The ( - -^-ration of the Nr.,.,:,:.. .i:..• of!`I ... a ., 40 Temperance Street Bowmanville,Ontario - — L1C 3A6 The reasons for the imposition of these Conditions are as follows: (1) The reason for Condition(1)is to simplify the wording of the subsequent conditions and define the specific meaning of terms as used in this Provisional Certificate of Approval. (2) The reason for Conditions(2),(26)and(27) is to ensure that the Site is operated in accordance with the application and supporting information submitted by the Applicant, and not in a manner which the Director has not been asked to consider. (3) The reason for Conditions(3),(4), (5),(6), (7),(8), (10),(11)and(12)is to clarify the legal rights and responsibilities of the Applicant. (4) The reason for Condition(9)is to ensure that the appropriate Ministry staff have ready access to the operationsof the Site which are approved under this Provisional Certificate of Approval. The Condition is supplementary to the powers of entry afforded a Provincial Officer pursuant to the Environmental Protection Act, the Ontario Water Resources Act and the Pesticides Act, as amended. (5) The reason for Conditions(13), (17), (18), (19), (20), (21), (22), (24)and(25)is to ensure that the Site is operated in a manner which does not result in a nuisance or a hazard to the health and safety of the environment or people. (6) The reason for Conditions(14), (15) and(16) is to ensure that the types and amounts of waste received at the Site are in accordance with that approved under this Provisional Certificate of Approval. (7) The reason for Condition(23)is to ensure that staff are properly trained in the operation of the equipment used at the Site and emergency response procedures. This will minimize the possibility of spills occurring and will enable staff to deal promptly and effectively with'any spills that do occur. (8) The reasons for Condition(28) is to ensure that the Site is closed in accordance with Ministry standards and to protect the health and safety of the public and the environment. Ministry of Minist6re de PROVISIONAL CERTIFICATE OFAPPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 10 of 11 You may by written notice served upon me and the Environmental Appeal Board within 15 days-after receipt of this Notice, require a hearing by the Board. Section 142 of the Environmental Protection Act, R.S.O. 1990 C. E-19, as amended, provides that the Notice requiring the hearing shall state: 1. The portions of the approval or each term or Condition in the approval in respect of which-the hearing is required, and, 2. The grounds on which you intend to rely at the hearing in relation to each portion appealed. In addition to these legal requirements, the Notice should also include: 3.-,- The name of the appellant; 4. The address of the appellant, 5. The Certificate of Approval number; 6. The date of the Certificate of Approval; 7 The name of the Director, 8. The municipality within which the waste disposal Site is located; And the Notice should be signed and dated by the appellant. This Notice must be served upon: The Secretary The Director Environmental Appeal Board Section 39, Environmental Protection Act P.O. Box 2382 AND Ministry of Environment and Energy 2300 Yonge Street, 121 Floor 5775 Yonge Street, 8'Floor Toronto, Ontario North York, Ontario M4P 1E4 M2M 4J1 Ministry of Minist6re de PROVISIONAL CERTIFICATE OFAPPROVAL Environment I'Environnement FOR A WASTE DISPOSAL SITE (TRANSFER) and Energy et de I'Energie NO. A680266 Ontario Page 11 of 11 AND _ The Environmental Comnnss;uner, 1075 Bay Street, Suite 605, _ Sixth Floor Toronto, Ontario MSG 2W5 DATED AT NORTH YORK this IA-7 day of ' 1997. Director Section 39 Environmental Protection Act F SCHEDULE "C" TENANT'S WORK Renovate Dome Structure and convert it for use as a Transfer Station in accordance with Plans. Elevations Details prepared by R.W. Bruynson dated November 6, 1997 as revised, finally approved on file with the Director. Paint the Office and Garage Building. Maintain landscaping and vehicular route signs and driveways on the Premises as directed by the Director. Supply, instal and maintain Garbage Hopper, Garbage Compactor and Truck Weigh Scales. Upgrade electricity service to the Premises to accommodate operation of Transfer Station. Maintain security fencing and gate as required by the Director. SCHEDULE "D" LANDLORD'S WORK Site grading on the Premises to facilitate the installation of the Transfer Station compactor and to effect minor drainage modifications. Maintain in a reasonable state of repair Townlino Road from Highway No. 2 to the entrance to the Transfer Station during the term of this Lease. SCHEDULE "E" LANDLORD'S RETAINED LANDS The southerly 121 metres of the lands and premises more particularly described as the northerly 122 metres of the lands and premises more particularly described as All that portion of Lot 1,Broken Front Concession in the Township of Darlington in the Regional Municipality of Durham having an area of 13.097 acres, and shown on a Plan of Survey P-2695-81 attached to Instrument Number N23893 and being more particularly described as follows: PREMISING THAT all bearings herein are Astronomic, derived from the centre line of construction of the Kings' Highway Number 401 shown on Plan P-2695-54 and are referred to the meridian passing through the intersection of the divided highway and the line between East Whitby and Whitby Townships in longitude 78 degrees 53 minutes 45 seconds West; COMMENCING at a point,marked by a monument, in Lot 1, Broken Front Concession, which may be located by starting at the north-east corner of Lot 1 and the following courses and distances: (1) south 17 degrees 39 minutes East, 2239.91 feet; and (2) north 70 degrees 41 minutes 30 seconds East, 541.20 feet to the point of commencement, THENCE North 17 degrees 38 minutes West, 10.0 feet, more or less, to a wire fence existing in January, 1964; THENCE North 17 degrees 38 minutes West along the wire fence 702.50 feet, more or less, to a monument; THENCE North 17 degrees 38 minutes West, 20.0 feet; THENCE North 72 degrees 48 minutes East, 20.0 feet, more or less, to a monument; THENCE North 72 degrees 48 minutes East, 743.0 feet, more or less, to a monument; THENCE North 72 degrees 48 minutes East, 20.0 feet, more or less, to the easterly limit of Lot 1, THENCE South 17 degrees 34 minutes East along the easterly limit 20.0 feet,more or less, to a monument; Ak Schedule "E" _2_ TOGETHER WITH the Existing Salt Shed shown on the Plan contained in Schedule AND TOGETHER WITH the Easement reserved to the Landlord in, over and along the Premises from Townline Road. r SCHEDULE "F" TENANT'S FIXTURES Equipment being utilized at the Clarington Transfer Station: - Garbage Hopper - Garbage Compactor - Weigh Scale System - Waste Bins - Fuel Tanks - Automotive Shop Equipment - office Equipment - Kitchen Equipment r