Key Clauses

This page presents a preliminary list of Full Producer Responsibility (FPR) transition clauses that may be used for future RFP/Tender documents in Ontario. Click on the individual items below to see specific clauses.

Key Clauses

Future changes to Blue Box legislation may encourage a municipality to choose to cancel their existing contract at some point prior to the expiration date.  This clause is intended to give municipalities the ability to do so and fix the cancellation costs payable to the contractor up front. Read more

Future changes to Blue Box legislation may encourage a municipality to choose to assign their existing contract to a producer organization or other third party at some point prior to the expiration date either with or without prior modification of the scope of work. This clause is intended to facilitate that process while avoiding undue delays and extra costs. Read more

To increase the chances of a contract surviving a change in legislation, without unreasonable cost increases, a modification specifically referencing “change of law” to the force majeure clause typically found in all contracts, is now considered a best practice. The force majeure clause is included to relive the parties of their obligations in the event of significant unforeseen circumstances. Read more

Dedicated change of law provisions can be included to specifically deal with a forced compliance situation that falls short of a force majeure trigger event, such as regulations requiring the addition of expanded foam to curbside collection. These provisions identify the contractor’s compliance requirement and work in conjunction with a change management provision and a dispute resolution provision to manage changes that create significant contract impacts. They also establish a mechanism to negotiate changes and failing agreement, to follow dispute resolution options. Read more

Not every possible change to the scope of work under a contract can be anticipated by the parties and written directly into a contract. The change management clause is intended to provide a mechanism to submit, substantiate and negotiate unanticipated changes that may require corresponding increases or decreases to compensation for delivering the contracted services. Minor changes, such as a temporary rescheduling of services due to a weather event, may be dealt with informally as they arise. Read more

Not every issue advanced by a contract party can be successfully negotiated. The Arbitration and termination clause is intended to provide a formal mechanism to resolve serious disputes outside the court system in a timely manner. Additionally, specific events are listed which may result in immediate termination for cause. Read more

In the past, municipalities have relied on a general “non-performance cancellation” clause to remedy any breach of contract. Invoking cancellation is difficult, time consuming and likely to lead to litigation.  A liquidated damages clause is a better practice tool for day to the contract management because it permits a quick deduction of reasonable costs for minor non-performance. Read more

The price of oil is currently near historic lows and combined with cap and trade legislation, the probability of significant price fluctuations in diesel fuel and/or natural gas used to power collection fleets remains very high. Fuel price fluctuation is outside the control of your contractor and if there is no mechanism to protect them from price fluctuations, they will be forced to inflate bid prices to protect themselves over the duration of the contract. Read more

The Province has imposed a cap and trade system for carbon credits (Climate Change Mitigation and Low-carbon Economy Act, 2016, S.O. 2016, c.7) as part of its strategy to reduce greenhouse gas emissions. To potentially reduce program costs, procurement documents need clauses that retain any carbon credits generated from municipal waste management activities for the benefit of the municipality. Read more

 

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