RECYCLING SERVICES AGREEMENT RECYCLING SERVICES AGREEMENT
THIS RECYCLING SERVICES AGREEMENT ('Agreement') is mods as of December 5, 2013, by and between WM RECYCLE AMERICA,, L.L.C.
('COMPANY'), a Delaware limited Itall company with a location at 1 Fannin, Suits 4000, Houston, TX 77002 and City of Clearwater
('Customer'),with a location at 112 S.Osceola Avenue,Clearwater,FL 33756. Florida
1. TERM:
The term of the Agreement shMA be for a period of one(1)year,, commencing December 9, 2013, The Agreement shall automatically renew thereafter
for successive terms of one(1)year each, unless either party gives written notice of termination to the other Party by certified mail at least ninety(90)
days but not more than one hundred eighty(1 80)days prior to the expiration of the then-existing term,
2. QUANTITY AND QUALITY:
During the term of the Agreement, COMPANY shall be the exclusive provider of the services W forth below and shall take and Customer agrees to
provide and deliver one hundred percent(100%)Of Customers residential single stream recyclables("Recyclables"j Customer represents and warrants
that 4 shall Provide and deliver Racyclables in accordance with COMPANY's specifications set forth in Exhibit A(*Specifications') In the event that the
Recyclables do not meet Specifications,Customer shall have the sole responsibility for any resulting settlement or adjustment%.Recyclables specifically
exclude,and Customer agrees not to deposit or permit the deposit for collection of,any waste tires,radioactive,volatile,corrosive,flammable,explosive,
biomedical, infectious, bio-hazardous, regulated medical or hazardous waste,toxic substance or material, as defined by, characterized or listed under
applicable federal,state,or locat laws or regulations.or other waste not approved In writing by COMPANY(collectively,'Excluded Materials"), Title to
and liability for Excluded Matedals shall remain with Customer at all times. Title to Recyclables provided by Customer to COMPANY is transferred to
Company upon Company's receipt or collection unless otherwise provided In this Agreement or applicable law,
3. RECYCLABLE VALUE:
The value of the residential single stream meeting the Specifications shall be as set forth in Exhibit a.
4. CHARGES;PAYMENTS;ADJUSTMENTS:
Upon receipt of an invoice, Customer shall pay for the services furnished by Company in accordance with this Agreement, as such charges may be
adjusted over the term of this Agreement as noted herein(the'Charges") State and Local taxes,If applicable,will also be added
Where the value is positive for the Recyclables,Company shall pay Customer on or about the lost day of each month for Recyc4ables purchased during
the preceding month,after deduction of any Charges owed to Company by Customer for services Performed hereunder,
Company reserves the right to increase the Charges payable by Customer during the term, (8)for any changes or modifications to, or differences
between, the actual services provided by Company to Customer and the agreed upon services; (b) to cover any increases in disposal, processing,
recycling, storage and/or third party transportation or any other transportation casts; (c)to cover increased costs due to uncontrollable circumstances,,
including,without limitation,changes in local,state or federal 4ws or reguiatlons,Imposition of taxes,fees or surcharges or acts of God such as floods,
fires,hurricanes and natural disasters„and(d) no more often than annually from the commencing date for Increases In the Consumer Price Index plus
four percent of the then current Charges Any increase in Charges enumerated in clauses(a)through(d)above may include an amount for Company's
operating or gross profit margin In the event Company adjusts the Charges as provided in-thi"ection, Customer and Company agree thar-thlilk--
--,,,Agreement as so-adjust -will cbnUnue in nf force anif-effect for the remaining term. If Company increases the Charges payable by Customer
hereunder for reasons other than set forth in this Section Customer shall have the right to term,nale this Agreement by written notice to the Company no
later than thirty(30)days after Company notifies Customer of such increase in Charges in writing If Customer so notifies Company of its termination at
this Agreement,such termination shall be of no force and effect if Company withdraws or removes such increase within fifteen(15)days after Customer
provides timely notification of termination Absent such termination,the increased Charges shall be binding and enforceable against Customer under this
Agreement for the remaining term.Any Customer invoice balance not paid within thirty(30)days of the date of invoice is subject to a Iste fee,and any
Customer check returned for insufficient funds is subject to a NSF fee,both to the Maximum extent allowed by applicable law In the event that payment
Is not made when due,Company retains the right to suspend service il the past due balance is paid in full. In the event that service is suspended in
excess of fifteen(15)days,Company may terminate this Agreement for such default and recover any equipment and containers
5. SERVICE,
Customer shall deliver Recyclables, at Customer's expense,to Company's facilities located at 3518 4"Avenue N,Tampa, FL 33605('Tampa Facility")
or 72950 40'�Street N.Clearwater,FL 33762('Clearwater Facility")during the hours set faith by the Facility,Monday through Friday,excluding holidays.
Requests to deliver to locations different from the ones mentioned In the previous sentence shalt be done in writing,and will only by effective subject to
the Customer's acceptance of the alternative facility locale, such acceptance being at the sale discretion of the Customer. All Recyclables must be
delivered in the manner most convenient to the Customer,the manner being at the Customer's sole discretion,and the Recyclables will be weighed in
and out by Company at the Facility.
6. DEFAULT,
Notwithstanding the term of this Agreement set forth in Paragraph one(1)above,in the event of default by a party,which default Is not cured within thirty
(30)days after written notice from the non-defaulting party,the non-defaulting party,at its option,may terminate this Agreement,upon written notice
7. INDEMNIFICATIONILIMIT OF LIABILITY.
COMPANY agrees to indemnify,defend and save Customer harmless from and against any and all liability which Customer may be respons,ll for or
Pay Out as a result of bodily injuries oncluding death),Property damage„or any violation or alleged vioation of law,to the extent caused by any negligent
act,, negligent omission Or wilful misconduct of COMPANY Or its employees, which occurs �(1),during the collection or transportation of Customer's
Recyclables, or(2) as a result of the disposal of Custamer's non-Recyciables after the date of this Agreement, in a facility owned by a subsidiary of
Waste Management, inc,,, provided that COMPANY's indemnification ob?Agaflons will not apply to occurrences involving Excluded Materials Customer
agrees to indemnify,defend and save COMPANY harmless from and against any and all lability which COMPANY may be responsible for or pay out as
a result of bcdlftly injuries(including death), property damage, or any vialaron or alleged violation Of Jaw to the extent caused by Customer's breach of
this Agreement or by any negligent act, negligent omission or willful misconduct of the Customer or its employees, agents or contractors in the
performance of this Agreement of Customer's use,operation Or possession of any containers furnished by COMPANY, Neither party shall',be liable to
the other for special consequentiw, incidental or punitive damages arising Out of the performance of this Agreement Nothing contained herein shad be
construed as waiver of any mmunity from or limitation of liatillity the Customer may be entitled to under the doctrine of sovereign immunity or section
768 28 Florida Statutes, Nothing contained herein shall be deemed by parties hereto,nor by any third party as creating the relationship of principal a
of purchase
agent or a partnership or joint venture between the parties hereto,,it bemg understood and agreed that neither the method Of computation and
price,nor any other provision contained herein,nor any acts of the parties hereiin,shalt be deemed to create any relationship between the pa p chase
other than the reiolionshp of Buyer and Supplier. part es hereto
8. REMEDIES AND WAIVER-
A party's remedies hereunder are not'exclusive and are in addon to any,ather remedies Nt t8w Or in equity A party shall not b deemed 0 w ve y
remedy avaolable to it or any r(ght under this Agreement,at law or in equity, e I al an
by virtue Of any act OF f0fbearance in enforcing Such rights or remedies
9. FEES,COSTS AND TAXES:
Customer shall pay all license fees,assessments and sales, use and other taxes imposed as a resell of this Agreement,excepting only taxes imposed
on or measured by income of the COMPANY.
10. RESERVED
11. NOTICES:
Any notice to be given hereunder shall be sent certified mail to the address set forth above and in the case of COMPANY a copy Shall be sent to 1001
Fannin, Suite 4700 Houston, TX 77002, Atft President and to 4600 N Port Washington Road, Milwaukee,WI 63212, Attrr Law Department, Any
notice to the Customer shall be sent certified mail to 1701 N. Hercules Avenue,ATTN:Earl Gloster,Clearwater, FL, 33765-1112 and a copy shall be
sent to P 0 Box 4748,ATTN Legal(Solid Waste/General Services Attorney),Clearwater,FL,337584748
12. MISCELLANEOUS:
(a) Except for the ob,,,qation to make payments hereunder,neither party shall be in default for its failure to perform or delay in performance caused by
events or significant threats of events beyond its reasonable control,whether or not foreseeable including,but not limited to,strikes, labor trouble,riots,
imposition of laws or governmental orders,fires,acts of war or terrorism, acts of God, and the inability to obtain equipment,and the affected party shall
be excused from performance during the occurrence of such events,(b) This Agreement shall be binding on and shaft inure to the benefit of the parties
hereto and their respective successors and assigns:(c) This Agreement represents the entire agreement between the parties and supersedes any and
all other recycling services agreements, whether written or oral, that may exist between the parties or its affhates: (d) This Agreement shall be
construed in accordance with the law of the state in which the services are provided; and(e)All written notftcation required by h,S Agreement shall
by Certified Mail, Return Receipt Requested it any provision of this Agreement is declared invalid or unenforceable, t e I be
severed from and shalt not affect the remainder of this Agreement; however, the parties shall amend this Agreement then such provAion shall be
to give affect, to the maximum
Provision. In the event COMPANY successfully enforces its rights against Customer
extent allowed, to the intent and meaning of the severed nt
hereunder, the Customer shall be required to pay COMPANY's attorneys'fees and court costs.
BY SIGNING BELOW,EACH SlGNATOR WARRANTS THAT HE OR SHE IS AUTHORIZED TO ENTER INTO A BINDING AGREEMENT ON BEHALF
OF THE PARTY SET FORTH
Dated as of the date first above written,
WM RE CITY OF CLEARWATER,FLORIDA
By. nYCLE AMERI,(WC. A7
BY.
Print Name 4Honzlk Kliesinet Prin(Name:
Title: Assistant Secretary Title: L ,-r--Q V L r
[,W4.020,88
EXHIBIT A
SPE2EgAl=
Commingled Racyclables,consisting of recyclabte glass,aiuminum,cans plastics and papers generally collected from residential recycling,as
follows
Material A , t ,.
Aiuminum food and beverage containers
Glass food and beverage containers—brown,clear,or green
Ferrous airon)cans
PET plastic containers with the symbol#1 —with screw tops only,without caps
HOPE natural plastic containers with the symbol#2—narrow neck containers oWy(milk and water battles)
H DPE pigmented plastic containers with the symbol#2—narrow neck containers only,without caps(detergent,shampoo 4ottles,etc,)
Plastics with symbols#3,#4,#5,#6,#7-narrow and screw top containers
Newsprint
Old corrugated cardboard
Magazines
Catalogs
Cereal boxes
Telephone books
Printer paper
Copier paper
Mail
All other office paper without wax liners
Materials 11111,111 Accented Include but are not tilrin 1 11
Microwave trays
Wirrors.
Window or auto glass
Light Bulbs
Ceramics
Porcelmn
Plastics unnumbered
Plastic begs
Coal hangers
Glass cook warelbikeware,
Household items such as Cooking Pots,toasters,etc
All glass containers must by empty and free of metal caps and rings and conlam less than 5%food debris
All tin cans,,bi-metal cans and aluminum cans must be empty and contain less than 5%food debris
All aerosol cans must be empty with less than 5%content
All plastic containers must be empty,caps removed;less than 5%food debris
All Fiber must be dry and free of food debris and other contaminating material
Tissues,paper towels or other paper that has been in contact with food s not acceptable
Tonnage delivered by Customer containing Recyclables may contain up to 10'%Unacceptable Materials,provided however,such mater4s may not°
I Materially impair the strength or the durability of the COMPANY's structures or equPment:or
2 Create flammable or explosive conditions In COMPANY s faciloVes
3. Contain dry call batteries of lead acid batteries;
4 Contain chemical or other properties which are deleterious or capable of causing material damage to any part of COMPANY's property,its
personnel or the public;or
5 Contain Excluded Materials defined as any waste tires,radioactive volatile,corrosive,,flammable,,explosive,biamed,,cal,infectious b3o-
hazardous,regulated medical or hazardous waste toxic substance or mater?W,as defined by,,characterized or lsted under appkcabie federal,
state,or local laws or regWations,or other waste not approved in writing by COMPANY,
COMPANY reserves the right at its sale discretion upon notice to Customer to discontinue acceptance of any category of materials set forth above as a
result of market conditions related to such materials and makes no representations as to the recycl'ability of the materials set forth above,
Loads not meeting the specifications may be rejected in whole or in part by COMPANY.
MILB—ITS
RECYCIL BLE VALUE
The Recyclable Value that the Customer Will receive is the Mir—kefVatue (defined below) less the Processing Fee (defined below)times twenty five
percent (25%)per ton of Racyclables. Customer acknowledges that the Mixed Class and Contamination shall be reflected as negative values when
composition of a ton delivered,and the Market Values indicated are given� fl
calculating Market Value, and the ultimate Recyclable Value may be negative, For example,.where the following commodity percentages react the
Commodity Percentage
OP: 32.10% Market Value
OCC: 12.90% $18.46
Mixed Paper 13,30% $15 4a
Steel Cans: 120% $698
Aluminum Cans: 200% $1.38
PET. $27,00
550% $18,15
HDPE Natural: 2,50%
HDPE Color. 3.00% $1800
Mixed Plastic: 1.50% $15.60
Mixed Broken Glass: 19.00% $007
Contamination, 7.00% -90)
Total (S4,90($I )
100.00% $114.32
then the Market Value is equal to$114.32 per ton,and it 800 tons are delivered to the Clearwater Facility,then the Recyclable Value is ca a as
follows: Iculat d
Market Value per Ton $114.32
(Less Processing Fee per Ton) ($85,00)
Percentage Revenue Share Per Ton 2500%
Customer Revenue Per Ton $7.33
Total Inbound Tons 80000
(Less Contaminated Tons) (56 0)
Net Recyclables Tons 744.00
Multiplied by Revenue Per Ton $7.33
Recyclable Value to Customer $5,452,59
ThaJoilowlng-wUl.be-used-to-datermine-the recyclable-market--value('Market-VaTu-Mor materials j'6 the recyclable"stream"if-orth a month', it r"wh"'Ich,per
ton revenue amounts are being determined,retroactive to the first of the month,
1, For ONP,the value per ton shall be shall be calculated based upon the'OS M"High prices for#8 Old Newsprint(ONP#8) as published by
RISI Pulp and Paper Week publication for the Southeast Area for the month of shlpment'�
2 For OCC of the material,the value per ton shall be calculated based upon the'08M"High prices for#11 Old Corrugated Cardboard (OCC
#11)as published by RISI Puip and Paper Week publication for the Southeast Area for the month of shipment';
3 For mixed paper,the value per ton shall be shall be calculated based upon the'08M"High prices for#2 Mixed Paper as pubIshed by RISI
Pulp and Paper Week publication for the Southeast Area for the month of shipment':
4 For steelitin cans, shall be Company's nondiscriminatory price for recyclables, with reasonable variances based on quanfity,, quality and
location,based on the market value of each of the materials:
5 For aluminum cans, shall be Company's nondiscriminatory price for recyclables,with reasonable variances based on quantity, quality and
location,based on the market value of each of the materials;
& For PET,shall be Company's nondisc6mJnatory price for recyclables,with reasonable variances based on quantity,quality and location.based
an the market value of each of the matenWs;
7 For HE)PE,, shall be Company's nondiscriminatory price for recyclables, with reasonable variances based an quantity, quality and location,,
based on the market value of each of the materials,
6 For Mixed Plastics, shall be Company's nondiscriminatory price for recyclables, with reasonable variances based on quantity, quality and
location,based on the market value of each of the materials;
9. For all glass bottles and jars mixed and broken glass, regardless of color, shall be Company's nondiscriminatory price for recyclables,, with
reasonable variances based an quantity,quat1y and location,based on the market value of each of the materials,
10 Contamination in the single stream shall be reflected as a charge to the Customer of the Sum of the costs of transportation and d sposal of the
contam�nated tor,,,,s a per ton basis multiplied by the number of contaminated tons.
11, For the purpose of calculating composition the above commodity Percentages shall be used in calculating the Market Value, until a
subsequent composition study is performed by Company. A composition study shall be performed within the first thirty(30)days of Effective Date to
confirm the composition percentage of each commodity for the Recyclables to reflect the actual composition Of Customer's Recyclables. Company
reserves the right to conduct subsequent composition studies of the Recyclables, as set forth in this Exhibit B, if there are any changes to the
composition noted above AddlUonal transportation and disposal fees may applly where Contamination exceeds ten(10%)percent.
12 Processing Fees- The Processing Fee shall be Eighty five dollars($85,00)per ton for Recyclables delivered to the Clearwater Facility, and
eighty doltars($80.00)per ton for Recyclables delivered to the Tampa Facility.
(A04-02068 1140970:111 'V Me R 01 PUP and Paper weekly is no koinger reflective of prevailing market conditions
reflects sucri mamel Conditions then Company ma
,y PNOP-0 to use any dillons Or�f a alternative P�,(blicaticn more acc�jplelv
using RISI Rij1p al[,U Paper week. The c;ti,Gir PR11Y 5�consent,whicri,shag altP'n"ve P A fi-ConW,or attev,aw Method to W,,Trmine u�e pr,,L�w�)r Comm ocf�lie s P ricea
11 not oe unreasicrmWy withheld,10 the use Of such 0ernale puij,jcatio,or method:$�jali be iiequi,ted