Agreement

RECYCLING SERVICES AGREEMENT
SINGLE STREAM BLENDED VALUE

THIS RECYCLING SERVICES AGREEMENT (“Agreement”) is made as of

, by and between WM RECYCLE AMERICA, L.L.C. (“WM”), a Delaware
limited liability company with an office located at 222 S. Mill Avenue, Suite 333, Tempe, AZ
85281, and City of Glendale, Arizona (“City”).

1. TERM: The term of the Agreement shall be for a period of one (1) year, commencing
. The Agreement may renew for up to four (4) additional one (1)
year terms, upon mutual written agreement by the parties. Either party may
terminate this Agreement for any reason with 90 days’ written notice to the other

party.
2. QUANTITY AND QUALITY:

a. During the term of the Agreement, WM shall take, and City agrees to deliver
or make available a minimum of 600 tons per month of City Single Stream
Materials; any amount over 600 tons may be accepted at WM’s discretion.

b. City Single Stream Materials means materials collected by or on behalf of City
from residential and commercial customers, including both Recyclables and
Non-Recyclables, as defined in Exhibit A. City will provide the Single Stream
Materials in accordance with Exhibit A (“Specifications”). Single Stream
Materials specifically exclude, and City agrees to use commercially
reasonable efforts to not 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 local laws or regulations, or chemical or other properties that
are deleterious or capable of causing material damage to any part of WM's
property, its personnel or the public or materially impair the strength or the
durability of WM's structures or equipment, or any materials containing
information (in hard copy or electronic format, or otherwise) which information
is protected or regulated under any local, state or federal privacy or data
security laws, including, but not limited to the Health Insurance Portability and
Accountability Act of 1996, as amended, or other regulations or ordinances or
other waste not approved in writing by WM (collectively, “Excluded
Materials”). For purposes of the previous sentence, the City would fulfill its
obligation to exercise “commercially reasonable efforts” by doing the following
on at least an annual basis (i) notifying residents that only Recyclables may
be placed in Single Stream Materials containers, (ii) training collection drivers
on how to identify and not collect Excluded Materials, and (iii) performing an
audit of a representative sample of residential Single Stream Materials
containers to identify the existence of Excluded Materials, and notifying

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residents when such materials are identified. Nothing in this Agreement
requires the City to process, sort, separate or otherwise guarantee that any
Single Stream Material provided by the City meets the Specifications
contained in Exhibit A and/or contains only Recyclables and not Non-
Recyclables and Excluded Materials. The Parties recognize that although the
City can direct its customers not to place Non-Recyclable or Excluding
Materials into their receptacles, the City has no control over the individual
customer's practices and actions. However, title to and liability for Excluded
Materials, including but not limited to damage caused by Excluded Materials,
shall remain with City at all times. Title to Single Stream Materials provided by
City to WM is transferred to WM upon WM’s receipt or collection unless
otherwise provided in this Agreement or applicable law.

c. WM reserves the right at its sole discretion, and upon adequate notice to City,
to discontinue acceptance of any category of Recyclables as a result of
market conditions related to such materials and makes no representations as
to the recyclability of the materials which are subject to this Agreement.
Discontinued acceptance of any category of Recyclable material will occur
upon a one (1) year written notice to City. Any category of Recyclable
subsequently deemed Non-Recyclable will not count towards the 40% or less
acceptable “contamination” threshold provided in Exhibit A during the one-
year phase out period.

3. RECYCLABLE VALUE: The value of the Single Stream Materials meeting the
Specifications shall be as set forth on Exhibit B. The initial composition will be as set
forth on Exhibit B. WM may perform quarterly composition studies to determine the
percentage of each commodity in City’s Single Stream Materials and Exhibit B will
be deemed adjusted accordingly.

4. PAYMENTS; CHARGES; ADJUSTMENTS:

a. Upon receipt of an invoice, City shall pay for the services furnished by WM 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.

b. WM shall pay City for amounts owed pursuant to Exhibit B on or about the
last day of the following month.

c. WM reserves the right to increase the Charges payable by City (i-e.,
Processing Fee, Transfer Station Fee and Contamination Charges) or reduce
the rebate to City during the term only upon providing 90-day written notice to
the City. Such notice shall include an explanation of the increase with
supporting calculations. The City may cancel this Agreement during that 90-
period, before any such increase is imposed. In the event WM adjusts the

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Charges as provided in this Section, City and WM agree that this Agreement
as so adjusted will continue in full force and effect for the remaining term.

d. Any City invoice balance not paid within thirty (30) days of the date of invoice
is subject to a late fee of 1.5% per month. In the event that payment is not
made when due, WM retains the right to suspend service until the past due
balance is paid in full. In the event that service is suspended in excess of
fifteen (15) days, WM may terminate this Agreement for such default and
recover any equipment and containers.

5. SERVICE: City shall deliver Single Stream Materials, at City’s expense, to the
following WM facilities: Northwest Regional MRF, located at 19401 W Deer Valley
Rd, Surprise, AZ 85387; White Tank Transfer Station, located at 18605 West
McDowell Road, Goodyear, AZ 85338; or Deer Valley Transfer Station, located at
22200 N. 21% Avenue, Phoenix, AZ 85027 (each a “Facility” and collectively the
“Facilities”). City deliveries shall be during the following hours: Monday — Friday,
5:30 a.m. — 5:00 p.m., excluding City observed holidays. If a City observed holiday
occurs on a Monday - Friday, City may deliver Single Stream Materials the following
Saturday between 5:30 a.m. and 5:00 p.m. All Single Stream Materials must be

delivered in self-dumping trucks or tipper trailers and will be weighed in and out by
WM at the Facility.

6. OMITTED
7. DEFAULT:

a. CITY DEFAULT: Notwithstanding the term of this Agreement set forth in
paragraph one (1) above, if the City fails to perform any of its obligations
under this Agreement, which failure is not cured within thirty (30) days after
written notice from WM, WM may, at its option, may terminate this
Agreement, upon written notice.

b. CITY CANCELLATION: The City reserves the right to cancel the whole or
any part of the contract due to failure of WM to carry out any term, promise, or
condition of the contract. The City will issue a written ten (10) day notice of
default to WM for acting or failing to act as in any of the following:

i. WM provides personnel that do not meet the requirements of the
contract.

ii. WM fails to perform adequately the services required in the
contract.

iii, WM attempts to impose on the City products which are of an
unacceptable quality.

iv. WM fails to furnish or finish the required product and/or service
within the time stipulated in the contract.

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8.

v. WM fails to make progress in the performance of the requirements
of the contract and/or gives the City a positive indication that WM
will not or cannot perform to the requirements of the contract.

If WM does not correct the above problem(s) within ten (10) days after
receiving the notice of default, the City may resort to any single or
combination of the following remedies:

i. Cancel the contract;

ii. Reserve all rights or claims to damage for breach of any
covenants of the contract;

iii. | Perform any test or analysis on materials for compliance with the
specifications of the contract. If the results of any test or analysis
find a material non-compliant with the specifications, the actual
expense of testing shall be borne by WM;

iv. In case of default, the City reserves the right to purchase
materials or to complete the required work in accordance with the
City Procurement Code. The City may recover any actual excess
costs from the WM by:

1. Deduction from an unpaid balance;
2. Any combination of the above or any other remedies as
provided by law.

INDEMNIFICATION/LIMIT OF LIABILITY: WM agrees to indemnify, defend and
save City, its parent, subsidiaries, and corporate affiliates, harmless from and
against any and all liability which City may be responsible for or pay out as a result
of bodily injuries (including death), property damage, or any violation or alleged
violation of law, to the extent caused by any negligent act or omission or willful
misconduct of WM or its employees, agents or contractors. City agrees to indemnify,
defend and save WIM, its parent, subsidiaries, corporate affiliates and their joint
venture partners, harmless from and against any and all liability which WM may be
responsible for or pay out as a result of bodily injuries (including death), property
damage, or any violation or alleged violation of law to the extent caused by City's
breach of this Agreement or by any negligent act or omission or willful misconduct of
the City or its employees, agents or contractors. Neither party shall be liable to the
other for consequential, incidental or punitive damages arising out of the
performance or breach of this Agreement.

REMEDIES AND WAIVER: A party’s remedies hereunder are not exclusive and are
in addition to any other remedies at law or in equity. A party shall not be deemed to
waive any remedy available to it or any right under this Agreement, at law or in
equity, by virtue of any act or forbearance in enforcing such rights or remedies.

10.FEES, COSTS AND TAXES: City shall pay all license fees, assessments and sales,

use and other taxes imposed as a result of this Agreement, excepting only taxes
imposed on or measured by income of WM.

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11.NOTICES: Any notice to be given hereunder shall be sent certified mail or by a
recognized National overnight carrier service to the address set forth above.

12.COOPERATIVE USE CONTRACT. This agreement may be extended for use by
other governmental agencies and political subdivisions of the State. Any such
usage by other entities must be in accord with the ordinances, charter, rules and
regulations of the respective entity and the approval of WM and City. For a list of
SAVE members, click on the following link:
http:/;www.mesaaz.gov/business/purchasing/save

13.RIGHT TO INSPECT: The City reserves the right to inspect WM’s recyclables
processing facility during normal operating hours and upon presentation of City-
issued identification to include an inspection of records associated with the receipt
and sale of recyclable materials received pursuant to this Agreement.

14.MISCELLANEOUS:

a. Except for the obligation 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 (“Uncontrollable
Circumstances’), and the affected party shall be excused from performance
during the occurrence of such events;

b. This Agreement shall be binding on and shall 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 for the Single
Stream Materials, whether written or oral, that may exist between the parties
or its affiliates;

d. This Agreement shall be construed in accordance with the law of the state in
which the services are provided;

e. If any provision of this Agreement is declared invalid or unenforceable, then
such provision shall be severed from and shall not affect the remainder of this
Agreement; however, the parties may amend this Agreement to give effect, to
the maximum extent allowed, to the intent and meaning of the severed
provision; and

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f. In the event a party successfully enforces its rights against the other
hereunder, the non-prevailing shall be required to pay the prevailing party's
reasonable attorneys’ fees and court costs.

15. Approval of Glendale City Council. The Parties recognize that the approval of this
Agreement is conditioned on the Glendale City Council's authorization of its terms
and the appropriation of adequate funding. To the extent the payments required
hereunder may occur after the close of the Glendale’s fiscal year, which ends on
June 30, Glendale’s payment obligation may be subject to the approval of a City of
Glendale budget containing this Agreement as an expenditure therein. Glendale
does not guarantee that the budget item will be actually adopted, and the
appropriation actually made, as this is a legislative act of the City Council that cannot
be pre-determined. If the Council does not approve this Agreement, the Parties
acknowledge that the Agreement shall become null and void.

BY SIGNING BELOW, EACH SIGNATOR 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 RECYCLE AMERICA, L.L.C. CITY OF GLENDALE, AZ

By: By:

Print Name: ken nets Mar bn Print Name:
L L
Title: De aD a Mh - Title:

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EXHIBIT A

SINGLE STREAM MATERIALS SPECIFICATIONS

RECYCLABLES must be dry, loose (not bagged) and include ONLY the following:

Aluminum cans - empty

Newspaper

PET bottles with the symbol #1 — with screw tops only -
empty

Mail

HDPE plastic bottles with the symbol #2 (milk, water
bottles detergent, and shampoo bottles, etc.) — empty

Uncoated paperboard (ex. cereal boxes; food and snack boxes)

Plastics with the symbol #4 (LDPE) or #5 (PP)

Uncoated printing, writing and office paper

Steel and tin cans — empty

Old corrugated containers/cardboard (uncoated)

Glass food and beverage containers — brown, clear, or
green — empty*

Magazines, glossy inserts and pamphlets

NON-RECYCLABLES include, but are not limited to the following:

Plastic bags and bagged materials (even if containing

Microwavable trays

Recyclables)
Mirrors Window or auto glass
Light bulbs Coated cardboard

Porcelain and ceramics

Plastics not listed above including but not limited to those with symbols
#3, #6, #7 and unnumbered

Expanded polystyrene

Coat hangers

Glass and metal cookware/bakeware

Household appliances and electronics,

Hoses, cords, wires

Yard waste, construction debris, and wood

Flexible plastic or film packaging and multi-laminated
materials

Needles, syringes, IV bags or other medical supplies

Food waste and liquids, containers containing such
items

Textiles, cloth, or any fabric (bedding, pillows, sheets, etc.)

Excluded Materials or containers which contained
Excluded Materials

Napkins, paper towels, tissue, paper plates, paper cups, and plastic
utensils

Any paper Recyclable materials or pieces of paper
Recyclables less than 4” in size in any dimension

Propane tanks, batteries

Cartons

Aseptic Containers

DELIVERY SPECIFICATIONS:

Single Stream Materials delivered by or on behalf of City may not contain more than 40% Non-Recyclables or any Excluded
Materials. In the event the Single Stream Material contain up to 40% Non-Recyclables, WM will not be entitled to seek, assess or
collect any additional charges or fees under this Agreement, except in the case of Excluded Materials.

WM may reject in whole or in part, or may process, in its sole discretion, Single Stream Materials not meeting the specifications,
including wet materials and loads with more than 40% contamination. In the event WM rejects a load of Single Stream Materials
because it does not meet these specifications, City shall pay WM for the actual costs and expenses incurred to return or properly
dispose of such non-conforming Single Stream Materials, including costs for handling, processing, transporting and/or disposing of
such non-conforming Single Stream Materials. The cost for rejected loads will be $150 per ton (adjusted by CPI), assuming such
material does not contain Excluded Materials (in which case City shall pay WM for the actual costs and expenses incurred by WM).

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EXHIBIT B
PRICING

1. VALUE SHARE

Where the Blended Value is greater than the Processing Fee, City’s value share is 60% of the difference between the
Blended Value and the Processing Fee, and Transfer Station Fees (if applicable). When the Blended Value is less than
the Processing Fee, City shall pay WM the difference between the Processing Fee and the Blended Value, plus the
Transfer Station Fee (if applicable). See examples in Section 4 regarding how the calculation will be done.

2. BLENDED VALUE

To calculate the Blended Value per ton of Single Stream Materials,

(a) The percentage of each Recyclable and Non-Recyclable component set forth below contained in the City’s Single
Stream Materials, as established and revised by quarterly audits, is multiplied by the current value of each commodity set
forth below; and

(b) Each commodity value per ton is added together to obtain the Blended Value per ton.

City acknowledges that the value of a commodity may be negative.
Blended Value is calculated monthly.

e “Pulp & Paper” means the higher of the prices issued by Fastmarket RIS! PP! Pulp & Paper Week for the
Southwest Region as stated below, domestic price, 1st issue of the month retroactive to the first of the month.

e “SMP” means the average price published at www.SecondaryMaterialsPricing.com for the SMP Region as stated
below, first dated price each month, retroactive to the first of the month.

e — If Pulp & Paper or SMP (or both) is no longer reflective of prevailing market conditions or if an alternative
publication more accurately reflects such market conditions, then WM may substitute such alternative
publication(s) or alternate method to determine the value of each commodity set forth below.

¢ “Actual Value” means the average price, as established as of the 15'" of each month, to be paid to or charged to
the processing facility during the month of delivery of the recyclables less any freight, customs charges, duties, or
other charges paid to third parties for the sale of such Recyclables.

e “Transportation and Disposal” means the charge for transporting residue from the processing facility per ton in
the month of delivery and disposal costs.

The initial composition, and hypothetical pricing, is set forth below. WM will perform composition studies on a quarterly
basis to determine the cumulative percentage (based on 8 audits) of each commodity in City’s Single Stream Materials
and this Exhibit B will be deemed adjusted accordingly.

Material Grade Publication Market Determination of Price Percentage | Value
Value

Sorted Residential Papers Pulp & Paper (OBM) Southwest Avg | Resi Fiber #56 $100.00 8.4% $8.43

and News*

Old Corrugated Cardboard* Pulp & Paper (OBM) Southwest Avg | OCC#11 $165.00 26.3% $43.48

Mixed Paper* Pulp & Paper (OBM) Southwest Avg | Mixed Paper #54 $87.50 17.0% $14.84

HDPE Natural Bottles (Plastic | Recyclingmarkets.net Pacific NW Avg | Natural HDPE $1,100.00 | 1.3% $14.35

#2)" (SMP)

HDPE Color Bottles (Plastic Recyclingmarkets.net Pacific NW Avg | Colored HDPE $430.00 1.3% $5.68

#2)* (SMP)

PET Bottles (Plastic #1)* Recyclingmarkets.net PNW/Houston Avg | PET $260.00 4.9% $12.81

(SMP)

Steel and tin beverage and Recyclingmarkets.net PNW/Houston** | Avg | Steel cans $200.00 1.1% $2.28

product containers (SMP)

Post-Consumer Aluminum Recyclingmarkets.net Pacific NW Avg | Aluminum cans $1,430.00 | 1.9% $27.48

Can Scrap* (SMP)

LDPE #4, PP #5* Recyclingmarkets.net Pacific NW Avg | Polypropylene $230.00 0.7% $1.54

(SMP)

Other plastic Transportation and | ($42.46) 1.5% ($0.64)
disposal

MRF Glass (3-color mixed Actual value ($5.08) 4.5% ($0.23)

container glass)*

Other materials / Residue Transportation and | ($42.46) 30.9% ($13.14)
disposal

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100.0% $116.88

* ISRI Scrap Specifications
Circular 2021

** Used actual price for month

(1) Percentage allocation will be adjusted on a quarterly basis to reflect cumulative results of eight (8) audits.
(2) Monthly prices and rebate will be adjusted on a monthly basis.
(3) Non-Recyclables will be based on WM’s then-current transportation and disposal charges.

Notwithstanding anything to the contrary contained herein, if WM determines prior to the 15th of the month, that the
anticipated Actual Value for any commodity will be more than 5% lower than the index published for such commodity that
month, due to market conditions, WM may substitute the anticipated Actual Value as established on or about the 15th of
the month for the index value that month.

By way of example:

The PPW published price for OCC#11 for November is $130.00 per ton. On or about the 15th of November, WM
determines that its anticipated Actual Value due to market conditions will be $110.00 per ton. In calculating the Blended
Value, $110.00 per ton will be used to determine the commodity value for OCC#11 for that month.

3. CHARGES
e Processing Fee: The Processing Fee is $103.21 per delivered ton.

e Transfer Station Fee: City shall pay a Transfer Station Fee of $41.17 for each ton of Single Stream Materials
delivered to the White Tank Transfer Station or Deer Valley Transfer Station.

e CPI Adjustment. WM has the right to adjust the Processing Fee, Transfer Station Fee and Contamination Fees on
January 1, 2023 and on each anniversary of such date (“Anniversary Date”). Such CPI adjustment shall be
effective on such Anniversary Date and shall be recalculated and effective each Anniversary Date thereafter. The
CPI adjustments shall be based on the percentage increase in the CPI for the twelve (12) month period ending
two months prior to the Anniversary Date. “CPI” means the Consumer Price Index-All Urban Consumers (CPI-U),
Water, Sewer, and Trash Collection (WST), (Not Seasonally Adjusted, 12-month rolling average) as published by
the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100). In the event this CPI is no
longer viable or no longer reflective of consumer prices in City’s geographic region, another consumer pricing
index or method of adjustment may be used as a replacement for the CPI, upon the mutual agreement of the

parties.
4. EXAMPLES
EXAMPLE #1

e Processing Fee is $103.21 per ton
Blended Value is $100.00 per ton

.
e 100 tons delivered
¢ Blended Value for all tons = 100 tons x $100.00 = $10,000
e Processing Fee for all tons = 100 x $103.21 = $10,321
e¢ $10,000 - $10,321 = ($321)
e City owes WM $321

EXAMPLE #2

e Processing Fee is $103.21 per ton

Blended Value is $150.00 per ton

100 tons delivered

Blended Value for all tons = 100 tons x $150.00 = $15,000
Processing Fee for all tons = 100 x $103.21 = $10,321

$15,000.00 - $10,321 = $4,679 available commodity value
$4,679 x 60% = $2,807.40 (City base rebate)

WM owes City $2,807.40

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