HomeMy WebLinkAboutSUS 08-23Report to Council
Report Number: SUS 08-23
Date: September 25, 2023
From: Kyle Bentley
Director, City Development & CBO
Subject: City of Pickering’s Blue Box Producer Responsibilities
- File: D-7001-24
Recommendation:
1. That the Mayor and City Clerk be authorized to execute the Executive Attestation form
with the Resource Productivity and Recovery Authority as contained in Appendix I to this
report, subject to minor revisions as may be required by the Director, Corporate Services
& City Solicitor, Director, Finance & Treasurer, and/or Chief Administrative Officer;
2. That the Mayor and City Clerk be authorized to enter into a Producer Services Agreement
with Circular Materials effective until December 2024 contained in Appendix II to this
report, subject to minor revisions as may be required by the Director, Corporate Services
& City Solicitor, Director, Finance & Treasurer, and/or Chief Administrative Officer;
3. That the appropriate officials of the City of Pickering be authorized to take the necessary
actions as indicated in this report; and
4. That appropriate City staff undertake necessary associated actions.
Executive Summary: As directed by the Resource Recovery and Circular Economy Act
(2016) (RRCEA) and Blue Box Regulation (O. Reg 391/21), the Blue Box Program is in
transition to a system that will be managed through Extended Producer Responsibility.
Extended Producer Responsibility means producers are fully responsible for managing and
paying for the life cycle of their products and packaging. This concept is based on the idea that
those that design, create and market products and packaging are in the best position to reduce
waste or increase resources that can be recovered from their products. Transition within the
Province of Ontario started in 2023 and is expected to take three years. The Blue Box Program
overseen by the Region of Durham is expected to transition to producer responsibility on
July 1, 2024.
Through this regulation, many municipalities, including the City of Pickering, are obligated as
Blue Box Producers for managing the blue box materials they supply to consumers in Ontario.
Specifically, the City is subject to the requirements within the paper materials category, as it
produces a number of paper products that end up in a consumers’ blue box, including for
example, tax bills, envelops, voting documentation, flyers, and brochures.
SUS 08-23 September 25, 2023
Subject: City of Pickering’s Blue Box Producer Responsibilities Page 2
To determine whether the City of Pickering was a Blue Box Producer, staff reviewed details of
the revenue-based exemption, as well as the supply threshold exemption. As outlined in the
Discussion section of this report, based on revenue and supply, the City of Pickering is not
eligible for either exemption at this time, and is obligated to comply as a Blue Box Producer. As
such, the City of Pickering is required take the following two steps:
1. Register with the Resource Productivity and Recovery Authority (RPRA) by executing
the attached Executive Attestation form, and paying an annual program fee.
2. Sign up with an approved Producer Responsibility Organization (PRO) who will report
on, and satisfy, obligations for the municipality with the RPRA.
Staff contacted two PRO’s and obtained a quote from Circular Materials, a national not-for-
profit organization created and governed by producers, that reports to be the largest Blue Box
PRO by producer supplied tonnage. Region of Durham and Town of Ajax staff have also
reported to be working with Circular Materials.
Through Recommendations set out in this report, staff are seeking Council approval to
undertake the necessary steps to ensure compliance with the obligations set out in the
regulation as a Blue Box Producer.
Financial Implications: The annual RPRA registry fee (under $100.00 HST included) and
Circular Materials service agreement fee ($2,000.00 plus HST) is recommended by staff to be
funded through City Development’s account line Outside Agency Services 502260.00000.9720
in the 2023 Current Budget. For 2024 and on a go-forward basis, these fees will be reflected in
draft budget in an appropriate corporate cost centre.
Discussion: The Resource Recovery and Circular Economy Act (2016) (RRCEA) and Blue
Box Regulation (O. Reg 391/21) provides direction for producer responsibility regulations in
Ontario. The objective of these regulations is to transition the waste management responsibility
from municipalities to producers of the materials. A number of products have already
transitioned to this program, including tires, single-use batteries, hazardous products and
electrical and electronic equipment. The Blue Box Program for Ontario municipalities is
expected to transition over three years, starting in 2023. The program overseen by the Region
of Durham is expected to transition to producer responsibility on July 1, 2024.
Through this regulation, many municipalities, including the City of Pickering, have obligations
as Blue Box Producers since they supply blue box materials to consumers in Ontario. To
determine if the municipality is a producer, information was examined pertaining to producer
exemptions. Under the Blue Box Regulation, there are two kinds of exemptions that can apply
to producers: one based on a producer’s gross annual revenue, and one based on the weight
of blue box materials supplied into Ontario.
SUS 08-23 September 25, 2023
Subject: City of Pickering’s Blue Box Producer Responsibilities Page 3
Small producers whose gross annual revenue from products and services in Ontario that is
less than $2 million are exempt from registration, reporting, collection, management and
promotion and education requirements under the regulation. The City of Pickering is not
eligible for this exemption.
Supply-based exemption applies if the supply weight in the material category is less than the
tonnage exemption threshold. There are different material categories, the category that applies
to most municipalities and to the City of Pickering is paper. For paper, the threshold is 9,000
kg. Paper products that the municipality produces that enter into the blue box system include
for example: direct mail, magazines, tax bills, envelopes, voting documentation, flyers, parking
permits, guides, brochures, cheques, etc. Since many municipalities may not have been
recording this data over the past few years, the Continuous Improvement Fund was hired to
work with RPRA to produce a calculator tool that municipalities could use to estimate paper
weight based on population. For the purpose of reporting, staff used this calculator to
determine the City of Pickering’s paper weight. Based on this calculation, the City is not eligible
for this exemption. At this time, municipalities will be able to use the calculator for reporting
requirements in 2024, however, in the long term, they will need to develop an internal process
to track paper weights that are supplied to consumers and end up in the blue box stream.
To comply as a Producer, the City is required to undertake a number of steps. First, the
municipality must register with the Resource Productivity and Recovery Authority (RPRA) by
executing the attached Executive Attestation form, and paying an annual program fee. The
RPRA is the regulator that was mandated by the Ontario Government to enforce provincial
circular economy laws (Resource Recovery & Circular Economy Act, 2016 & Waste Diversion
Transition Act, 2016). The form only needs to be executed once, but the registry fee must be
paid annually. The fee is calculated in the system based on the supply data provided. The City
of Pickering’s fee is less than $100.00 at this time.
Once registration with the RPRA is complete, the municipality must sign up with an approved
Producer Responsibility Organization (PRO) who will report on, and satisfy, obligations for the
municipality with the RPRA. Staff contacted two PRO’s and met with Circular Materials.
Circular Materials is a national not-for-profit organization created and governed by producers
and reports to be the largest blue box PRO by producer supplied tonnage. Staff from the
Region of Durham and Town of Ajax indicated they entered into an agreement with Circular
Materials. Circular Materials quoted Pickering $2,000.00 plus HST for 2023 reporting
requirements (July – December 2023). A separate quote will be obtained for service from
January 2024 – December 2024. The Circular Materials Producer Services Agreement has
been reviewed by staff from Legal, Information Technology, and Finance. Although Circular
Materials mark the Producer Services Agreement as confidential, they approved its inclusion in
this Report to Council. To comply with regulations as a Blue Box Producer, staff seek Council
approval to undertake the necessary actions with the RPRA and Circular Materials as outlined
in this report.
Appendices:
Appendix I RPRA Executive Attestation
Appendix II Circular Materials Producer Services Agreement
SUS 08-23 September 25, 2023
Subject: City of Pickering’s Blue Box Producer Responsibilities Page 4
Prepared By:
Original Signed By
Approved/Endorsed By:
Original Signed By
Chantal Whitaker, BESc (Hons), CSR-P Kyle Bentley, P. Eng.
Director, City Development & CBO Manager, Sustainability & Strategic
Environmental Initiatives
CW:ld
Recommended for the consideration
of Pickering City Council
Original Signed By
Marisa Carpino, M.A.
Chief Administrative Officer
Appendix I to
Report SUS 08-23
RPRA Executive Attestation
Executive Attestation
Producer – Market Supply Data
This document must be completed by an officer of the corporation and submitted with your initial
market supply data report.
It is an offence to submit false or misleading information to the Authority.
I declare that:
(a) I have authority to bind the corporation; and
(b) the producer market supply data information submitted by the corporation along with this
executive attestation is accurate and complete.
I understand that in addition to the requirement to submit market supply data to the Authority, the
corporation may have other compliance requirements to meet under the Resource Recovery and
Circular Economy Act, 2016 and regulations, and that it is the responsibility of the corporation to
ensure that it understands and complies with those additional compliance requirements.
First Name Last Name
Title
Business Address
Legal Business Name
Name Business is Operated Under (if different from corporation name)
Unit Number Street Number Street Name
City/Town Province/State Country Postal Code
Telephone Number (with area code) Email Address
When this form has been completed, please send it back to the Compliance Officer. The original
signed document must be kept in accordance with the Resource Recovery and Circular Economy
Act, 2016 and accompanying regulations.
2
Information collected in this Executive Attestation Form is collected under the authority of the
Resource Recovery and Circular Economy Act, 2016. The information will be used for the
administration of the Act and may be disclosed for that purpose in accordance with the Act and the
Authority’s Access and Privacy Code. If you have any questions about the collection, use and
disclosure of the information, please contact the Authority by email at registry@rpra.ca or by phone
at +1-647-496-0530 or 1-833-600-0530.
Appendix II to
Report SUS 08-23
Circular Materials Producer Services Agreement
LEGAL_1:72263539.33
Producer Services
Agreement
CONFIDENTIAL
TABLE OF CONTENTS
Page
-i-
CONFIDENTIAL
LEGAL_1:72263539.33
Table of Contents
1.0 DEFINITIONS ........................................................................................................................1
1.1 Definitions. .................................................................................................................1
2.0 YOUR OBLIGATIONS ...........................................................................................................3
3.0 CIRCULAR MATERIALS ONTARIO OBLIGATIONS.............................................................7
3.1 CMO Warranties.........................................................................................................7
3.2 Unique Identifier ........................................................................................................7
3.3 CMO’s Services .........................................................................................................7
3.3.1 Producer Reporting Obligations ...........................................................................7
3.3.2 Producer Collection Obligations ...........................................................................8
3.3.3 Alternative and Supplemental Collection Systems ...............................................8
3.3.4 Producer Management Obligations ......................................................................9
3.3.5 Producer Public Promotion and Education Obligations ........................................9
3.3.6 Record Keeping and Audit Obligations ................................................................9
3.4 Reporting and Disclosure and Related Matters ......................................................9
3.5 Fee Setting ...............................................................................................................11
3.6 Insurance..................................................................................................................12
3.7 Information Technology Requirements.................................................................13
4.0 LIMITATION OF LIABILITY AND INDEMNITY ....................................................................14
4.1 Limitation of Liability ..............................................................................................14
4.2 Company Indemnity Obligations ...........................................................................14
4.3 CMO Indemnity Obligations ...................................................................................15
4.4 Survival.....................................................................................................................15
5.0 REPRESENTATIONS AND WARRANTIES ........................................................................15
6.0 SUCCESSORS AND ASSIGNS ..........................................................................................16
7.0 CONFIDENTIALITY .............................................................................................................17
8.0 TERM ...................................................................................................................................19
8.1 Term..........................................................................................................................19
8.2 Mutual Termination Rights. ....................................................................................19
8.3 Termination by CMO. ..............................................................................................20
8.4 Termination by the Company. ................................................................................20
9.0 GENERAL ............................................................................................................................20
9.1 Headings. .................................................................................................................20
9.2 Disputes. ..................................................................................................................20
TABLE OF CONTENTS
(continued)
Page
-ii-
LEGAL_1:72263539.33
9.3 Entire Agreement.....................................................................................................23
9.4 Currency...................................................................................................................23
9.5 Force Majeure. .........................................................................................................23
9.6 Relationship of the Parties. ....................................................................................23
9.7 Severability. .............................................................................................................23
9.8 Notices......................................................................................................................24
9.9 Choice of Forum. .....................................................................................................24
9.10 Governing Law.........................................................................................................24
9.11 Waiver.......................................................................................................................24
9.12 Survival.....................................................................................................................25
9.13 Further Assurances.................................................................................................25
9.14 Revisions to this Agreement. .................................................................................25
10.0 EXECUTION OF THIS AGREEMENT ...............................................................................25
APPENDIX A - BLUE BOX MATERIAL REPORTING CATEGORIES ......................................27
Agreement with Page 1 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
THIS PRODUCER SERVICES AGREEMENT (the “Agreement”) is made effective as of the
Effective Date.
BETWEEN:
(“Company”, “You” or “Your”)
AND
CIRCULAR MATERIALS
a federal not-for-profit corporation having its head office at 700-1
St. Clair Ave. W, Toronto ON M4V 1K6, operating as Circular
Materials Ontario (“Circular Materials”, “CMO”, “We”, “Our” or
“Us”)
WHEREAS You are a Producer pursuant to Ontario Regulation 391/21 (as amended from time
to time, the “Regulation”) for Blue Box Material and subject to certain obligations set out
therein;
AND WHEREAS the Regulation permits You to enter into agreements with a Producer
Responsibility Organization to provide certain services for You in respect of certain of Your
obligations in the Regulation;
AND WHEREAS Circular Materials is registered with the Resource Productivity and Recovery
Authority as a Producer Responsibility Organization to offer services to Producers in respect of
the Regulation, including but not limited to:
x Providing services under Parts IV (Collection), V (Alternative Collection System), VI
(Management) and VIII (Promotion and Education) of the Regulation;
x Supporting Producers for any alternative or supplemental collection systems they may
choose to establish and/or operate; and,
x Supporting administrative, promotion and education, and reporting services and
programs;
AND WHEREAS You wish to receive services from Circular Materials in respect of certain of
Your obligations as a Producer under the Regulation.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants contained herein, the parties hereto agree as follows:
1.0 DEFINITIONS
1.1 Definitions. Capitalized terms in this Agreement have the following meanings:
“Affiliate” has the meaning assigned to it in section 1(1) of the Business Corporations
Act (Ontario), RSO 1990, c B. 16, as such act may be amended from time to time;
Agreement with Page 2 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
“Annual Producer Report” means the report submitted each Fee Obligation Year by
You to Circular Materials in accordance with the terms of this Agreement;
“Authority” means the Resource Productivity and Recovery Authority and has the
meaning assigned in the Legislation;
“Blue Box Material” has the meaning assigned in the Regulation;
“Blue Box Verification and Audit Procedure” has the meaning assigned in the
Regulation;
“Business Day” means any day on which commercial banks are open for business in
the City of Toronto, Ontario but does not include a Saturday, Sunday or a statutory
holiday observed in the Province of Ontario;
“CMO Subscribers” means Producers who have entered into an agreement with
Circular Materials for the purposes of carrying out the responsibilities set out in this
Agreement;
“Consumer” has the meaning assigned in the Regulation;
“Effective Date” has the meaning assigned on the signature page of this Agreement;
“Eligible Source” has the meaning assigned in the Regulation;
“Fee Obligation Year” means the calendar year for which a Producer is required to
remit Fees to Circular Materials;
“Fee Rates” means the fee for each Blue Box Material or group of similar Blue Box
Material payable by You to Circular Materials pursuant to this Agreement;
“Fees” means the total of the Fee Rates applied to the quantity of Blue Box Material You
supplied to consumers in Ontario in the Report Data Year payable by You to Circular
Materials pursuant to this Agreement;
“Legislation” means the Ontario Resource Recovery and Circular Economy Act, 2016,
S.O. 2016, c. 12, Sch. 1, as such act may be amended from time to time;
“Ministry” means the Ministry of the Environment, Conservation and Parks for Ontario or
any successor ministry;
"Participant Agreement” has the meaning assigned in Section 2.13;
“Party” means either the Company or CMO and “Parties” means both the Company and
CMO;
“Portal” means the web-based portal established by Circular Materials for registration
and reporting;
Agreement with Page 3 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
“Primary Contact” means an individual appointed in Your organization as Your
authorized agent under whose authority Your Annual Producer Report is filed;
“Producer Responsibility Organization” has the meaning assigned in the Regulation;
“Producer” has the meaning assigned in the Regulation;
“Registrar” means the Registrar appointed by the Authority in accordance with the
Legislation;
“Registry” means the electronic public registry established, maintained and operated by
the Authority and as further defined in the Legislation;
“Regulation” means Ontario Regulation 391/21, as amended from time to time;
“Report Data Year” means the calendar year preceding the calendar year in which a
Producer is required to file an Annual Producer Report in accordance with the terms of
this Agreement;
“Report Obligation Year” means the calendar year in which a Producer is required to
file an Annual Producer Report in accordance with the terms of this Agreement;
“Supply” has the meaning assigned in the Regulation, and “Supplies” and “Supplied”
have a corresponding meaning.
All capitalized terms used but not otherwise defined in this Agreement shall have the
meanings assigned to such terms in the Regulation and/or the Legislation, as applicable.
2.0 YOUR OBLIGATIONS
2.1 During the Term of this Agreement, You shall:
2.1.1 Notify CMO when executing this Agreement, or as soon as reasonably practicable
thereafter, if You intend to implement and operate an alternative collection system or a
supplemental collection system as contemplated in the Regulation; and
2.1.2 Not enter into agreements to collect or manage Blue Box Material except those
associated with an alternative collection system or supplemental collection system for which
You have provided CMO with notice as set out in Section 2.1.1.
2.2 You shall successfully complete and maintain registration with the Authority as a
Producer in accordance with the Regulation. You shall inform CMO in writing, as soon as
practicable and in any event within thirty (30) days of making any changes to Your registration,
including changes to the registered company name, address or contact information previously
provided to CMO or the Registry.
2.3 You shall designate Circular Materials as a contact in Your account for Blue Box on the
Registry, and You shall make the arrangements necessary with the Authority and in the Registry
Agreement with Page 4 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
to allow CMO to access your Registry account in order to make submissions to the Authority on
Your behalf.
2.4 You shall report, to the Authority, the information required in subparagraphs (i) to (v) of
subsection 45 (3) (3.) of the Regulation in the Registry within 30 days of executing this
Agreement, including the name, contact information and unique identifier assigned by the
Registrar to CMO (00008951) as the Producer Responsibility Organization retained by You, and
that CMO will provide the following services to You:
1. Collection services under Part IV of the Regulation;
2. Collection services under Part V of the Regulation, if You and CMO have entered
into an agreement to that effect;
3. Management services under Part VI of the Regulation;
4. Promotion and education services under Part VIII of the Regulation;
5. Reporting services as set out in Section 3.3.1 of this Agreement; and
6. Any other services which CMO has agreed in writing to provide You and as may be
required by the Regulation in accordance with Your registration with the Authority.
2.5 Subject to any reporting specification by the Authority, including in the Blue Box
Verification and Audit Procedure, You shall submit an Annual Producer Report containing the
information set out in this Section in respect of Blue Box Material You Supplied to Consumers in
Ontario for each Report Data Year to CMO through the Portal:
1. The total weight of Blue Box Material in each material category set out in
Appendix A;
2. The weight of Blue Box Material in each material category required to be submitted
under paragraph 2.5(1.), above, that was,
(a) deposited into a receptacle at a location that is:
(i) not an Eligible Source; and
(ii) where the product related to the Blue Box Material was Supplied and used or
consumed; and
(b) collected from an Eligible Source at the time a related product was installed or
delivered.
3. If You Supply Blue Box Material in the certified compostable products and
packaging material category, the weight of Blue Box Material certified under each
applicable international, national or industry standard.
You shall report the information by the dates in Column B of the following table. If the
information is received via the Portal by CMO on the date in Column B, and if You have
made the arrangements necessary to allow CMO to access your Registry account
(pursuant to Section 2.3), CMO will submit the information to the Registry by the date set
out in Column C, unless otherwise agreed to in writing with CMO. If the information is
received via the Portal by CMO after the date in Column B, CMO will submit the
information to the Registry within five (5) Business Days following the date the Report is
Agreement with Page 5 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
submitted in the Portal. Failure to submit the information to CMO does not release You
from the obligation to report the information to the Authority.
Column A Column B Column C
Report Data
Year
Report
Obligation Year
Deadline for
Producer to submit
to CMO
Deadline for CMO to
submit to the Registry
on the Producer’s
behalf
2021 2022 By October 14, 2022 By October 31, 2022
2022 2023 By April 15, 2023 By April 30, 2023
Each subsequent
year Each
subsequent year
By April 15 of the
Report Obligation
Year
By April 30 of the
Report Obligation Year
2.6 You shall keep and retain records, in paper or electronic format, related to the weight of
Blue Box Material You Supplied to Consumers in Ontario for five years from the date of Supply.
2.7 With respect to the information for Blue Box Material Supplied to Consumers by You
required to be submitted under Section 2.5, You shall also provide, upon request by CMO, any
substantiation required to verify the quantities, brands and Affiliates, the methodology and
validation data, which may include:
1. Product categorization data such as SKU or UPC;
2. Descriptions of each product item or group;
3. Product sizes;
4. Packaging materials and weight;
5. Sales volumes;
6. Reasonable evidence to support the deduction of Blue Box Material that was a)
deposited into a receptacle at a location that is not an Eligible Source and where the
product related to the Blue Box Material was Supplied and used or consumed, and
b) collected from an Eligible Source at the time a related product was installed or
delivered; and
7. Any other information reasonably requested by CMO or the Authority or as may be
required pursuant to the Blue Box Audit and Verification Procedure.
2.8 You shall inform CMO within five (5) Business Days upon becoming aware that any
information submitted to CMO under this Agreement or to the Registry under the Regulation is
not accurate or complete (pursuant to the Blue Box Verification and Audit Procedure) and shall,
within twenty (20) Business Days thereafter, supply to CMO by email to
info@circularmaterials.ca a statement in writing explaining the inaccuracy or incompleteness
together with the corrected or completed information.
Agreement with Page 6 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
2.9 You shall pay the applicable Fees determined by CMO in respect of each Fee Obligation
Year. An invoice for the Fees for each Fee Obligation Year will be emailed to the person
identified in the Portal to receive invoices upon submission of the Report. The invoice shall be
payable by You in either one (1) annual payment due on June 30th or four (4) equal instalments,
with such instalments due on January 31st , April 30th , July 31st and October 31st of the respective
Fee Obligation Year (“Fee Payment Dates”). All sums payable under this Agreement are
exclusive of any applicable taxes which shall be added to such sum to the extent applicable. All
sums payable under and in accordance with the Agreement by You shall be paid in full without
any deduction, withholding, counterclaim or set off.
2.10 Where a correction under subsection 2.8 results in additional Fees payable by You to
CMO for a certain Fee Obligation Year, the additional Fees will be added to the amount due on
the next Fee Payment Date. Where the additional Fees payable by You to CMO pursuant to
such a correction represent five per cent (5%) or more of the total Fees due for the Obligation
Year, the additional Fees above five per cent (5%) are subject to the interest and late payment
obligations of Section 2.12. Where a correction under subsection 2.8 results in a decrease in
Fees payable (and actually paid) by You in the current or either of the two (2) previous years,
You will be credited for such difference in Your subsequent invoice.
2.11 You are obligated to pay Fees corresponding to the period from the Effective Date of this
Agreement until the date of expiry or earlier termination of this Agreement. Fees are due in the
Fee Obligation Year on the Fee Payment Dates and are calculated using data reported by You
in the Report Obligation Year representing Blue Box Material Supplied to Consumers in the
Report Data Year, as set out as examples in the table below.
Fee Obligation
Year
Report
Obligation Year
Report Data
Year
2023 2022 2021
2024 2023 2022
2025 2024 2023
2.12 If You fail to pay any Fees by the applicable Fee Payment Date, then, in addition to all
other remedies available under this Agreement or at law (which CMO does not waive by the
exercise of any right under this Section), all such payments bear interest at the rate of five
percent (5%) per annum, calculated daily and compounded monthly (for a net compounded rate
of 5.11619% per annum), starting on the date such Fees are due until and including the date the
overdue amount plus interest is paid. You shall also reimburse CMO for all reasonable costs
incurred in collecting any overdue payments and related interest, including, without limitation,
legal fees, legal costs, court costs and collection agency fees.
2.13 If You supply beverages and their containers to consumers for personal, family,
household or business purposes, You shall enter into a participant agreement with the
Canadian Beverage Container Recycling Association Ontario (the “CBCRA”) for supplemental
beverage container collection services (a “Participant Agreement”). Upon entering such
Participant Agreement, You agree that, notwithstanding anything to the contrary in this
Agreement (including the provisions of Article 7.0), CMO may share certain data regarding the
Company with CBCRA to the extent reasonably necessary to give effect to the Participant
Agreement with Page 7 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
Agreement and in accordance with existing confidentiality obligations between CMO and the
CBCRA.
3.0 CIRCULAR MATERIALS ONTARIO OBLIGATIONS
3.1 CMO Warranties
CMO shall:
1. Comply in all material respects with all applicable laws (including privacy laws, the
Competition Act (Canada), the Environmental Protection Act (Ontario), the
Legislation, and the Regulation); and
2. Exercise the skill and expertise reasonably expected of a Producer Responsibility
Organization registered with the Authority.
3.2 Unique Identifier
CMO shall assign to You the following unique identifying number:
The unique identifying number assigned to CMO by the Registrar is 00008951.
3.3 CMO’s Services
3.3.1 Producer Reporting Obligations
3.3.1.1. Subject to Section 2.5, CMO shall report to the Registry on behalf of the
Company the following information in respect of the Company by the dates set out in
Column C of the table in Section 2.5:
1. The weight of the Company’s Blue Box Material in each material category set out in
the Regulation.
2. The weight of the Company’s Blue Box Material in each material category required
to be submitted under paragraph 1) that was,
(a) deposited into a receptacle at a location that is
(i) not an Eligible Source, and
(ii) where the product related to the Blue Box Material was Supplied and used or
consumed, and
(b) collected from an Eligible Source at the time a related product was installed or
delivered.
3. The weight of the Company’s Blue Box Material in each material category required
to be submitted under paragraph 1) minus the weight of Blue Box Material in each
material category required to be submitted under paragraph 2).
4. If the Company Supplies Blue Box Material in the certified compostable products
and packaging material category, the weight of the Company’s Blue Box Material in
that material category certified under each applicable international, national or
industry standard.
Agreement with Page 8 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
3.3.1.2. Subject to Section 2.5, CMO shall prepare and submit, on behalf of the
Company, the annual reports containing the information required to be submitted by a
Producer described in sections 50 and 51 of the Regulation. CMO shall also prepare
and submit, on Your behalf, the annual report required to be submitted by Producer
Responsibility Organizations under section 52 of the Regulation.
3.3.1.3. On behalf of the Company, CMO shall submit a copy of the report(s)
contemplated by Section 3.3.6.2 of this Agreement regarding the audit of the Company’s
and/or CMO’s practices and procedures, as applicable, implemented in respect of Part
VI (and required by section 67) of the Regulation.
3.3.1.4. If the Company has not complied with the information and submission timeline
obligations set out in Section 2.5 but has provided CMO with the information set out
above in Sections 3.3.1.1 to 3.3.1.3, CMO shall make commercially reasonable efforts to
submit such information or to assist the Company in submitting such information to the
Registry.
3.3.2 Producer Collection Obligations
3.3.2.1. CMO shall establish and operate a collection system in accordance with Part IV
of the Regulation and shall provide collection services on Your behalf.
3.3.2.2. Delivery of the services set out in Section 3.3.2.1 shall commence for the
Eligible Sources on the Eligible Source’s transition date on or after July 1, 2023.
3.3.3 Alternative and Supplemental Collection Systems
3.3.3.1. If the Company notifies CMO that it desires CMO’s assistance in establishing
an alternative collection system under Part V of the Regulation, CMO may provide such
assistance, at the Company’s cost and expense, where feasible in its sole discretion.
The Parties will attempt to negotiate a separate agreement in good faith to reflect the
arrangement regarding such alternative collection system.
3.3.3.2. If the Company notifies CMO that it desires CMO’s assistance in implementing
and operating its own supplemental collection system, CMO may provide such
assistance, at the Company’s cost and expense, where feasible in its sole discretion.
The Parties will attempt to negotiate a separate agreement in good faith to reflect the
arrangement regarding such supplemental collection system.
3.3.3.3. Delivery of any services set out in Sections 3.3.3.1 and 3.3.3.2 shall commence
in accordance with the terms of the applicable separate agreement.
3.3.3.4. The Company may propose a supplemental collection system to CMO for CMO
to operate on behalf of the Company by submitting to CMO a feasibility assessment
satisfactory to CMO, acting reasonably, of the proposed supplemental collection system.
Subject to CMO’s evaluation of such feasibility assessment and any further information
reasonably requested by CMO, the Parties will then attempt to negotiate a separate
agreement in good faith to reflect the arrangement regarding such supplemental
collection system.
Agreement with Page 9 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
3.3.4 Producer Management Obligations
3.3.4.1. CMO shall establish and operate a system for managing Blue Box Materials on
Your behalf, in accordance with Part VI of the Regulation.
3.3.4.2. Delivery of the services set out in Section 3.3.4.1 shall commence for the Blue
Box Materials collected from the Eligible Sources as of their transition date on or after
July 1, 2023.
3.3.4.3. If the Company notifies CMO that it desires CMO’s assistance in recovering or
diverting certain Blue Box Materials, or any substances, components, parts or materials
derived therefrom, from the system described in Section 3.3.4.1, including at any stage
during the management of such Blue Box Materials or materials derived therefrom, then
CMO may provide such assistance, where feasible in its sole discretion. The Parties will
attempt to negotiate a separate agreement in good faith to reflect the arrangement
regarding such recovery or diversion of Blue Box Materials or materials derived
therefrom.
3.3.5 Producer Public Promotion and Education Obligations
3.3.5.1. CMO shall establish, operate and implement a promotion and education
program on Your behalf in accordance with Part VIII of the Regulation.
3.3.5.2. If you have entered into a separate agreement with CMO regarding an
alternative collection system, CMO may establish, operate and implement a promotion
and education program on Your behalf in respect of such alternative collection system in
accordance with Part VIII of the Regulation and any agreement between You and CMO
regarding such alternative collection system.
3.3.5.3. Delivery of the services set out in Section 3.3.5.1 shall commence for the
Eligible Sources as of or immediately prior to the Eligible Source’s transition date.
Delivery of any such services set out in Section 3.3.5.2 shall commence in accordance
with any such separate agreement between You and CMO.
3.3.6 Record Keeping and Audit Obligations
3.3.6.1. CMO shall retain appropriate records for a period of five years from the date of
creation, including records related to arranging, establishing or operating a collection
and management system and records related to arranging, establishing or operating a
promotion and education program, in each case in accordance with the Regulation.
3.3.6.2. CMO shall cause an audit to be undertaken of the practices and procedures
implemented in respect of Part VI of the Regulation by CMO on Your behalf, all in
accordance with section 67 of the Regulation.
3.4 Reporting and Disclosure and Related Matters
3.4.1 CMO shall provide a summary of its annual business plan on the Portal for access by
You and other CMO Subscribers.
Agreement with Page 10 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
3.4.2 Starting on July 1, 2024, CMO shall, during the Term of this Agreement, on or before
July 1 in each year, provide an annual report to You and other CMO Subscribers on the Portal
for access by You and other CMO Subscribers that includes the following information for the
previous calendar year:
1. A narrative description of the Eligible Sources for which CMO is providing collection
services on behalf of You and other CMO Subscribers in the following categories:
(a) Curbside
(b) Depot
(c) Facilities
(d) Reserves
(e) Public spaces
2. A narrative description of any supplemental collection services for which CMO has
been retained on behalf of You and/or other CMO Subscribers;
3. A narrative description of promotional and educational materials and strategies used
to communicate with Consumers regarding the services provided on behalf of You
and/or other CMO Subscribers to Eligible Sources;
4. The total amount in weight of Blue Box Material Supplied to Ontario consumers by
You and/or other CMO Subscribers in the following categories:
(a) Paper
(b) Rigid Plastic
(c) Flexible Plastic
(d) Glass
(e) Metal
(f) Beverage Containers
(g) Certified compostable products and packaging material
5. The recovery percentage achieved in the previous year in the following categories:
(a) Paper
(b) Rigid Plastic
(c) Flexible Plastic
(d) Glass
(e) Metal
(f) Beverage Containers
6. Independently audited financial statements.
3.4.3 CMO shall promptly, and in any event within three (3) Business Days, notify the
Company in the event any one of the following occurs:
Agreement with Page 11 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
1. If the Registrar:
(a) Issues a compliance order or administrative penalty to CMO or any of its contracted
service providers under the Legislation or the Regulation; or
(b) Charges CMO or any of its contracted service providers with an offence under the
Legislation or the Regulation; or
2. If CMO or any of its contracted service providers is under investigation by the
Competition Bureau for a potential violation of the Competition Act.
3.5 Fee Setting
3.5.1 CMO shall establish a fee-setting methodology for the purposes of calculating Fee Rates
based on the following assumptions and principles:
1. Fee Rates shall reflect the costs to deliver the services set out in Section 3.3 and
the activities described in Section 3.4 based on the following:
(a) For the period up to June 30, 2023:
(i) CMO’s start-up costs shall be shared by You and other CMO Subscribers in
proportion to the Blue Box Material reported by each CMO Subscriber;
(ii) CMO’s transition preparation costs shall be shared by You and other CMO
Subscribers in proportion to the Blue Box Material reported by each CMO
Subscriber; and
(iii) CMO’s start-up and transition preparation costs shall be recovered from CMO
Subscribers over the 2023, 2024 and 2025 Fee Obligation Years.
(b) For the period beginning July 1, 2023:
(i) CMO’s overhead costs shall be shared by You and other CMO Subscribers in
proportion to the Blue Box Material reported by each CMO Subscriber;
(ii) CMO’s share of the common collection costs shall be attributed to each Blue Box
Material or group of similar Blue Box Materials and shared by You and other CMO
Subscribers in proportion to the Blue Box Material reported by each CMO
Subscriber;
(iii) Any costs incurred by CMO to collect Blue Box Material in a supplementary
collection system shall be attributed only to the CMO Subscriber(s) that benefit from
the supplementary collection system;
(iv) Any costs incurred by CMO to collect Blue Box Material in an alternative collection
system shall be attributed only to the CMO Subscriber(s) that benefit from the
alternative collection system;
(v) CMO’s post-collection costs for Blue Box Material shall be attributed to each Blue
Box Material or group of similar Blue Box Materials and shared by You and other
CMO Subscribers in proportion to the Blue Box Material reported by each CMO
Subscriber;
(vi) There shall be no arbitrary cross subsidization of costs among Blue Box Materials;
and
Agreement with Page 12 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
(vii) CMO’s overhead, collection and post-collection costs shall be recovered from CMO
Subscribers in the applicable Fee Obligation Year.
(c) For the period beginning July 1, 2023:
(i) Where a CMO Subscriber elects to receive its proportionate share of Blue Box
Material, the CMO Subscriber will pay Fees based on (a) plus (b);
(ii) Where a CMO Subscriber elects to have CMO market its proportionate share of
Blue Box Material, the CMO Subscriber will pay Fees in the applicable Fee
Obligation Year based on (a) plus (b) less commodity revenue received by CMO for
the CMO Subscriber’s proportionate share of Blue Box Material; and
(iii) There shall be no arbitrary cross subsidization of commodity revenue among Blue
Box Materials.
2. As a not-for-profit company, CMO will aim to minimize or avoid:
(a) operational losses (which, if they do occur, will be recouped in fee adjustments in
subsequent fee periods);
(b) operational surpluses (which, if they do occur, will be accounted for in fee
adjustments in subsequent fee periods);
3. All CMO Subscribers shall pay Fees in a manner reasonably determined by CMO;
4. Cost and commodity revenue components and the allocation and fee setting
process shall be transparent to You and other CMO Subscribers collectively.
3.5.2 By September 30 of the year prior to a Fee Obligation Year, CMO shall make a non-
binding good faith estimate of the Fee Rates for each Blue Box Material or group of similar Blue
Box materials to be payable by CMO Subscribers in respect of the Fee Obligation Year.
3.5.3 We hereby warrant to You that the Fee Rates charged to You under this Agreement
shall not exceed the Fee Rates charged to other CMO Subscribers for similar services. We
agree that if, while this Agreement is in effect, We offer to another CMO Subscriber similar
services at lesser Fee Rates, You shall be charged such lesser Fee Rates from the date the
lesser Fee Rates were available to the other CMO Subscriber. We agree to notify You at the
time We offer such lesser Fee Rates to another CMO Subscriber and to promptly provide You
with any credit thereby created.
3.6 Insurance
3.6.1 During the Term of this Agreement, CMO shall, at its own expense, procure and
maintain insurance coverage with respect to the conduct of its business in such types and
amounts as specified below. CMO must obtain the required insurance from reputable insurers
that (i) are licensed to do business in Ontario and (ii) have a rating of at least “A-” from the AM
Best rating service or its equivalent. Limits may be satisfied with evidence of Umbrella or
Excess Insurance coverage.
1. Comprehensive or Commercial General Liability Insurance, including coverage for
bodily injury, property damage, complete operations, tenant’s legal liability, non-
owned automobile liability and contractual liability with combined single limits of not
less than $5,000,000 per occurrence, $5,000,000 general aggregate.
Agreement with Page 13 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
2. Professional Liability Insurance covering liability for damages caused by an error,
omission, or negligent act in the performance of services with minimum limits of
liability of $5,000,000 per claim and $5,000,000 in the aggregate.
3. Cyber Liability Insurance, including coverage for loss categories including Business
Income ($250,000), Information Assets ($250,000), Cyber Breach Injury Expense
($250,000), Cyber Extortion ($250,000), Fines and Penalties ($250,000), and CASL
($100,000) that may arise from services provided under this Agreement, of not less
than the limits identified in parentheses above for each individual claim and
$1,000,000 in the aggregate.
3.6.2 Each such insurance policy shall name You as an additional insured. The policies of
insurance shall provide that the coverage is primary and without right of contribution, and, to the
extent permitted by applicable law, CMO shall cause its insurers to waive subrogation in favour
of You.
3.6.3 Not later than thirty (30) days following execution of this Agreement, CMO shall cause its
insurers (or insurance agents or brokers) to issue certificates of insurance evidencing that the
coverages and policy endorsements required under this Agreement are in full force and effect.
CMO shall provide to the Company not less than thirty (30) days’ prior written notice of any
cancellation, termination, non-renewal or material alteration of the policies.
3.6.4 The insurance limits set forth in this Agreement shall not be construed to be a limitation
of CMO’s potential liability arising out of this Agreement. Failure to secure the insurance
coverage above, or failure to comply fully with any of the insurance provisions of this
Agreement, shall be deemed to be a material breach of the Agreement.
3.7 Information Technology Requirements
3.7.1 Security Safeguards: Without limiting any other provisions of this Agreement, CMO
shall maintain a comprehensive, written information security program that contains
administrative, technical, and physical safeguards that are appropriate to: (a) the size, scope
and type of CMO’s operations; (b) the type and sensitivity level of information that CMO will
process; and (c) the need for security and confidentiality of such information (“Security
Measures”).
CMO’s Security Measures shall be designed to: (i) protect the confidentiality, integrity,
and availability of the Confidential Information in its possession or control or to which
CMO has access; (ii) protect against any anticipated threats or hazards to the
confidentiality, integrity, and availability of the Confidential Information; (iii) protect
against unauthorized or unlawful access, use, disclosure, alteration, or destruction of the
Confidential Information; (iv) protect against accidental loss or destruction of, or damage
to, Confidential Information; and (v) be applicable to its contractors and agents.
3.7.2 Notification of Security Breach: Without in any way limiting the generality of any other
provision of this Agreement, each Party agrees to promptly notify the other Party of a breach
that compromises the safeguarding of the other Party’s Confidential Information, of which it
becomes aware, including, without limitation, any unauthorized access to or entry into its
premises, computer systems or databases.
Agreement with Page 14 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
4.0 LIMITATION OF LIABILITY AND INDEMNITY
4.1 Limitation of Liability
4.1.1 Except in the case of indemnity obligations pursuant to Sections 4.2 and 4.3 hereof, in
no event shall either Party be liable for any consequential, indirect, incidental, special,
exemplary, punitive or aggravated damages, lost profits or revenues or diminution in value
arising out of or relating to any breach of this Agreement, whether or not the possibility of such
damages has been disclosed by either Party in advance or could have been reasonably
foreseen, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the
claim is based, and notwithstanding the failure of any agreed or other remedy of its essential
purpose.
4.1.2 Except in the case of indemnity obligations pursuant to Sections 4.2 and 4.3 hereof,
claims based on gross negligence, breach of confidentiality, breach of Section 3.7 (Information
Technology Requirements), intentional breach of this Agreement, or willful misconduct, each
Party’s aggregate liability arising out of or related to this Agreement, whether arising out of or
related to breach of contract, tort (including negligence) or otherwise, in respect of any and all
claims in any Fee Obligation Year will be limited to the amount that is the greater of: (i) two
times (2x) the Fees paid or payable by the Company to CMO in the previous Fee Obligation
Year, (ii) if the Company was not a CMO Subscriber for the entire previous Fee Obligation Year,
two times (2x) an estimate of the Fees that would have been paid or payable by the Company in
the previous Fee Obligation Year if the Company had been a CMO Subscriber for the entire Fee
Obligation Year, as reasonably determined by CMO, including using the Company’s historical
supply data, and (iii) one million dollars ($1,000,000); provided, however, that nothing in this
paragraph will limit the Company’s Fee obligations pursuant to Section 2.11 or any other
payment obligations under this Agreement.
4.2 Company Indemnity Obligations
The Company shall indemnify, hold harmless and defend CMO and its parent and their
respective officers, directors, partners, shareholders, members, employees, agents,
affiliates, successors and permitted assigns (collectively, “CMO Indemnified Parties”)
from and against any and all losses, damages, liabilities, deficiencies, claims, actions,
judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever
kind, including legal fees (on a full indemnity basis), disbursements and charges, fees
and the costs of enforcing any right to indemnification under this Agreement and the cost
of pursuing any insurance providers (collectively, “Losses”), incurred by any CMO
Indemnified Party arising out of, relating to or occurring in connection with:
1. any assessment (including compliance orders and administrative penalties) against
CMO under the Regulation or the Legislation attributable, in whole or in part, to the
acts or omissions of the Company or its parent or their respective officers, directors,
partners, shareholders, members, employees, agents, representatives, licensors,
licensees, franchisors, franchisees, affiliates, successors and permitted assigns
(collectively, including the Company, the “Company Indemnifying Parties”), except
to the extent such assessment is attributable to the negligence, willful misconduct or
breach of this Agreement by any of the CMO Indemnifying Parties (as defined
below);
Agreement with Page 15 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
2. any failure by any of the Company Indemnifying Parties to submit the properly and
accurately completed Annual Producer Report to CMO in accordance with the
timelines established in Section 2.5; and
3. any failure by any of the Company Indemnifying Parties to comply with any
applicable laws, including legislation, regulations, and any licensing, registration or
certification obligations.
The Company shall not enter into any settlement for any of the above-noted indemnified
claims without CMO’s prior written consent.
4.3 CMO Indemnity Obligations
CMO shall indemnify, hold harmless and defend the Company and its parent and their
respective officers, directors, partners, shareholders, members, employees, agents,
affiliates, successors and permitted assigns (collectively, “Company Indemnified
Parties”) from and against any and all Losses incurred by any Company Indemnified
Party arising out of, relating to or occurring in connection with:
1. any assessment (including compliance orders and administrative penalties) against
the Company under the Regulation or the Legislation directly attributable, in whole
or in part, to the acts or omissions of CMO or its parent or their respective officers,
directors, partners, shareholders, members, employees, agents, representatives,
licensors, licensees, franchisors, franchisees, affiliates, successors and permitted
assigns (collectively, including CMO, the “CMO Indemnifying Parties”), except to
the extent such assessment is attributable to the negligence, willful misconduct or
breach of this Agreement by any of the Company Indemnifying Parties; and
2. any failure by any of the CMO Indemnifying Parties to submit the Annual Producer
Report to the Registry in accordance with the timelines established in Section 2.5.
CMO shall not enter into any settlement for any of the above-noted indemnified claims
without the Company’s prior written consent.
4.4 Survival
The provisions of this Article 4.0 shall survive termination or expiration of this
Agreement.
5.0 REPRESENTATIONS AND WARRANTIES
5.1 CMO represents and warrants to the Company that:
5.1.1 CMO is a not-for-profit corporation duly incorporated, existing under the laws of Canada,
and has all necessary corporate power, authority and capacity to enter into this
Agreement, to carry out its obligations under this Agreement, to own its assets and to
carry on its business as presently conducted;
5.1.2 CMO is duly registered, licensed or otherwise qualified to conduct its business in the
Province of Ontario and perform its obligations under this Agreement;
Agreement with Page 16 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
5.1.3 The execution and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate
action on the part of CMO. This Agreement constitutes, and each other agreement to be
executed by CMO in connection with this Agreement will constitute, a valid and binding
obligation of CMO enforceable against it in accordance with its terms; and
5.1.4 CMO is not a party to, bound or affected by or subject to any indenture, mortgage, lease,
agreement, obligation, instrument, charter, by-law, order, judgment, decree, licence, law
(including regulations) or governmental authorization that would be violated, breached
by, or under which default would occur or an encumbrance would, or with notice or the
passage of time would, be created as a result of the execution and delivery of, or
performance of obligations under, this Agreement or any other agreement to be entered
into under the terms of this Agreement; and
5.1.5 CMO has registered with the Authority in accordance with the Regulation.
5.2 The Company represents and warrants to CMO that:
5.2.1 The Company is duly formed, existing under the laws of the jurisdiction identified on the
signature page below, and has all necessary corporate power, authority and capacity to
enter into this Agreement, to carry out its obligations under this Agreement, to own its
assets and to carry on its business as presently conducted;
5.2.2 The Company is duly registered, licensed or otherwise qualified to conduct its business
in the Province of Ontario and perform its obligations under this Agreement;
5.2.3 The execution and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate
action on the part of the Company. This Agreement constitutes, and each other
agreement to be executed by the Company in connection with this Agreement will
constitute, a valid and binding obligation of the Company enforceable against it in
accordance with its terms; and
5.2.4 The Company is not a party to, bound or affected by or subject to any indenture,
mortgage, lease, agreement, obligation, instrument, charter, by-law, order, judgment,
decree, licence, law (including regulations) or governmental authorization that would be
violated, breached by, or under which default would occur or an encumbrance would, or
with notice or the passage of time would, be created as a result of the execution and
delivery of, or performance of obligations under, this Agreement or any other agreement
to be entered into under the terms of this Agreement.
6.0 SUCCESSORS AND ASSIGNS
6.1 Neither Party may assign or transfer any of its rights or obligations under this Agreement
at any time without the prior written consent of the other Party, which consent may not be
unreasonably withheld. Notwithstanding the foregoing, a Party may assign or transfer this
Agreement without the consent of the other Party provided that such assignment or transfer is to
a successor in interest by reason of merger, acquisition or amalgamation, and provided the
transferee or assignee assumes all obligations of the transferring or assigning Party under this
Agreement with Page 17 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
Agreement. Any purported assignment or transfer in violation of this Section shall be null and
void.
6.2 This Agreement will enure to the benefit of and will be binding on each Party and its
respective successors and permitted assigns.
7.0 CONFIDENTIALITY
7.1 The term “Confidential Information” means information of any kind, whether
communicated directly or indirectly, orally or in writing or in any other form or medium, of a Party
or any of its affiliates, customers, employees, franchisors, licensors, franchisees, licensees or
suppliers (“Disclosing Party”) that has been or is obtained by or otherwise comes into the
possession or knowledge of the other Party or any of its affiliates, customers, employees,
franchisors, licensors, franchisees, licensees or suppliers (“Receiving Party”) in connection
with this Agreement (whether such information was obtained by or came into the possession of
Receiving Party prior to, on, or after the Effective Date), including any information concerning
the Disclosing Party’s past, present or future business, finances, pricing, operations, sales,
products, assets, employees, customers, suppliers, contracts, strategies, techniques, ideas,
concepts, know-how or methodologies, including the subject matter of this Agreement and the
terms of this Agreement itself.
Without limiting the foregoing, it is expressly agreed that “Confidential Information”
includes any information provided by the Company in respect of Blue Box Material
including but not limited to the quantities, brands and Affiliates, the methodology and
validation data which may include:
1. product categorization data such as SKU or UPC;
2. descriptions of each product item or group;
3. product sizes;
4. packaging materials and weight;
5. sales volumes; and
6. evidence to support the deduction of Blue Box Material that was a) deposited into a
receptacle at a location that is not an Eligible Source and where the product related
to the Blue Box Material was Supplied and used or consumed, and b) collected from
an Eligible Source at the time a related product was installed or delivered.
7.2 All Confidential Information of the Disclosing Party is confidential and may not be used,
disclosed or copied by the Receiving Party except as permitted herein or as otherwise
authorized by the Disclosing Party in writing. The Receiving Party shall: (i) take all reasonable
precautions and measures to maintain the confidentiality and security of the Confidential
Information of the Disclosing Party; (ii) not use, disclose or reproduce Confidential Information
for any purpose other than as reasonably required to exercise or perform its rights or obligations
under this Agreement; (iii) not disclose any Confidential Information other than to directors,
employees, agents, subcontractors, consultants, representatives or professional advisors of the
Receiving Party (collectively, “Representatives”) to the extent, and only to the extent, they have
a need to know the Confidential Information in order for Receiving Party to exercise its rights or
perform its obligations under this Agreement and who are bound by obligations of
Agreement with Page 18 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
confidentiality, protection and non-use at least as stringent as those herein; and (iv) be liable for
any breach of the confidentiality, protection and non-use obligations by any of its
Representatives.
7.3 Nothing in this Agreement shall preclude the Receiving Party from disclosing
Confidential Information of the Disclosing Party to the extent required by a court of competent
jurisdiction, other governmental authority of competent jurisdiction, the Registrar or otherwise as
required by applicable law, provided that the Receiving Party has given the Disclosing Party, or
used its reasonable effort to give the Disclosing Party, prior to making any disclosure, notice of
the requirement to disclose as promptly as practicable so that the Disclosing Party has an
opportunity to oppose the disclosure or to seek a protective order protecting such Confidential
Information (or similar relief). The Receiving Party may only disclose the minimum information
required to be disclosed, whether or not the Disclosing Party seeks or obtains any such
protective order or other relief.
7.4 As used herein, the term “Confidential Information” shall not include: (i) information
which, at the time of disclosure to the Receiving Party, is published, known publicly or is
otherwise in the public domain through no fault of the Receiving Party or its Representatives; (ii)
information which, after disclosure to the Receiving Party, is published or becomes known
publicly or otherwise becomes part of the public domain through no fault of the Receiving Party
or its Representatives; (iii) information which, prior to the time of disclosure to the Receiving
Party, is known to the Receiving Party (and not known by Receiving Party to be the subject of
an obligation of confidence of any kind), as evidenced by its written records; (iv) information
which becomes known to Receiving Party from a third party, where Receiving Party had no
reason to believe that such third party had any obligation of confidence with respect to such
information, but only until Receiving Party subsequently comes to have reason to believe that
such information was subject to an obligation of confidence; or (v) information which Receiving
Party can demonstrate (through written records) was independently developed by it or by
individuals employed or engaged by Receiving Party who did not have any access to, or the
benefit of, the Confidential Information of Disclosing Party.
7.5 Upon expiry or earlier termination of this Agreement, CMO will promptly and in no event
later than thirty (30) days following expiration or termination, return to You all Confidential
Information of the Company (except for Confidential Information CMO is required to retain for
legal or regulatory, or audit purposes, in which case such Confidential Information shall be
returned as soon as is reasonably possible after such retention obligations cease) in its
possession, together with all electronic copies thereof, and will immediately destroy all
memoranda, notes, reports, documents, and software containing copies, extracts or
reproductions thereof in its possession, power or control. CMO will certify the return and/or
destruction of the Confidential Information by a certificate of one of its senior officers. The return
of such Confidential Information shall in no event relieve CMO of its obligations of confidentiality
set out in this Agreement. Notwithstanding the foregoing, CMO may retain a copy of the
Company’s Confidential Information to the extent electronically stored in an archived computer
system in accordance with CMO’s retention or back-up policies or procedures, provided: (i)
CMO does not use, disclose or reproduce any such information and continues to comply with
the confidentiality, protection and non-use obligations herein; and (ii) any such information is
erased or destroyed in the ordinary course of CMO’s data processing procedures and no later
than 180 days after expiry or earlier termination of this Agreement.
Agreement with Page 19 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
7.6 This Article 7.0 (Confidentiality) shall survive expiration or earlier termination of this
Agreement.
7.7 Any controversy, dispute, disagreement, or claim arising out of, relating to or in
connection with this Article 7.0 or any breach thereof shall not be subject to the Dispute
Resolution procedures described in Section 9.2. Each Party acknowledges that its obligations
under this Article 7.0 are necessary and reasonable in order to protect the other Party’s
business and expressly agrees that monetary damages may be inadequate to compensate the
other party for any breach of this Article. Accordingly, each Party agrees and acknowledges
that any such violation may cause irreparable injury to the other Party and that, in addition to
any other remedies that may be available (in law, in equity or otherwise), the injured Party shall
be entitled to seek an injunction, specific performance or other equitable relief against the
threatened breach of this Article or the continuation of any such breach, without the necessity of
proving actual damages or posting any bond or other security.
8.0 TERM
8.1 Term. Subject to earlier termination as provided in this Agreement, the term of this
Agreement commences on the Effective Date and continues until December 31, 2023,
inclusive (the “Initial Term”). The Initial Term will automatically extend for successive
one-year periods (each, a “Renewal Term”), unless either Party provides prior written
notice of its election not to renew the Agreement on or before the first (1st) day of July
immediately preceding expiry of the Initial Term or any Renewal Term, as applicable.
The Initial Term and all Renewal Terms (if any) are collectively referred to as the “Term”.
For greater clarity, notwithstanding the foregoing, delivery of the services set out in
Sections 3.3.2, 3.3.3, 3.3.4 and 3.3.5 shall not commence until the later of the Effective
Date or July 1, 2023.
8.2 Mutual Termination Rights. Either Party may terminate this Agreement:
8.2.1 immediately upon written notice, if the other Party is in material breach of this Agreement
and either the breach cannot be cured or, if the breach can be cured, it is not cured within thirty
(30) days following the other Party’s receipt of notice of such breach;
8.2.2 immediately if the other Party:
8.2.1.1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they
become due;
8.2.1.2. files or has filed against it, a petition for voluntary or involuntary bankruptcy or
otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any
domestic or foreign bankruptcy or insolvency law;
8.2.1.3. seeks reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts;
8.2.1.4. makes or seeks to make a general assignment for the benefit of its creditors; or
Agreement with Page 20 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
8.2.1.5. applies for or has a receiver, trustee, custodian or similar agent appointed by
order of any court of competent jurisdiction to take charge of or sell any material portion
of its property or business;
8.2.3 immediately upon written notice if the other Party materially breaches the confidentiality
provisions of Article 7.0 hereunder; and
8.2.4 immediately upon written notice if the Ministry rescinds the Regulation.
8.3 Termination by CMO. CMO may terminate this Agreement:
8.3.1 immediately upon written notice if the Company deliberately falsifies data or, in CMO’s
reasonable determination, exhibits a pattern of providing false or misleading data in relation to
the Company’s Annual Producer Report; and
8.3.2 immediately upon written notice on any failure by the Company to pay CMO any sum
due hereunder within thirty (30) days of the due date for payment thereof.
8.4 Termination by the Company. The Company may terminate this Agreement:
8.4.1 immediately upon written notice if CMO deliberately falsifies data or, in the Company’s
reasonable determination, exhibits a pattern of providing false or misleading data in relation to
any documentation to be provided by CMO under this Agreement (or of falsifying any data
provided by the Company to CMO); and
8.4.2 immediately upon written notice on a failure by CMO to ensure the Company remains in
compliance with the Legislation and the Regulation, in respect of any material matters relating to
the services provided by CMO to the Company pursuant to and in accordance with this
Agreement, as evidenced through a successful non-compliance action taken by the Registrar in
relation to such a material matter, save for where the Company causes or contributes to such
non-compliance.
9.0 GENERAL
9.1 Headings. The division of this Agreement into articles, sections, paragraphs,
subsections and clauses and the insertion of headings are for convenience of reference
only and do not affect the construction or interpretation of this Agreement.
9.2 Disputes. Except for matters that are expressly excluded from arbitration hereunder,
including matters related to an alleged breach of Article 7.0 (Confidentiality), any
controversy, dispute, disagreement, or claim arising out of, relating to or in connection
with this Agreement or any breach thereof, including any question regarding its
existence, validity or termination (each, a “Dispute”), shall be finally and conclusively
resolved by arbitration under the Arbitration Act, 1991 (Ontario), SO 1991, c 17, provided
that the following provisions shall govern any Dispute or arbitration hereunder:
9.2.1 If a Dispute occurs between the Parties, prior to any notice of arbitration being issued by
either Party, the Parties shall in good faith attempt to resolve the Dispute pursuant to the
Agreement with Page 21 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
following process (the “Informal Dispute Resolution Process”), referral to which shall not act
to stay or defer the obligations of either Party under this Agreement:
9.2.1.1. If a Dispute arises which the staff representatives of each Party have been
unable to resolve through discussion, the Party wishing to initiate the Dispute resolution
procedures must raise the matter with the other Party in writing by (the “Notice of
Concern”):
(a) If the Party is the Company, sending an email to the email address
disputes@circularmaterials.ca with the subject line “Dispute Resolution Request”
(and the Company’s name and registration number) summarizing the nature of
the Dispute and the key facts and attaching any relevant documentation; or
(b) If the Party is CMO, sending an email to the email address of the Primary
Contact for the Company (as identified in the Portal) with the subject line
“Dispute Resolution Request” summarizing the nature of the Dispute and the key
facts and attaching any relevant documentation;
9.2.1.2. Within thirty (30) days of receipt of the Notice of Concern, the Parties will meet
to (the “Informal Discussion”):
(a) Clarify the nature of the Dispute;
(b) Request any further documentation in relation to the Dispute; and
(c) Arrange for and facilitate a meeting to attempt in good faith to resolve the Dispute
with representatives of the Company and CMO;
9.2.1.3. If the Dispute remains unresolved following the Informal Discussion, one of the
Parties may, within thirty (30) days of the completion of the Informal Discussion (the
“Management Discussion Notice”):
(a) If the Party is the Company, send an email to the email address
disputes@circularmaterials.ca with the subject line “Dispute Resolution
Management Meeting Request” (and the Company’s name and registration
number) summarizing the aspects of the Dispute which remain outstanding
following the Informal Discussion; or
(b) If the party is CMO, send an email to the email address of the Primary Contact
for the Company (as identified in the Portal) with the subject line “Dispute
Resolution Management Meeting Request” summarizing the aspects of the
Dispute which remain outstanding following the Informal Discussion;
9.2.1.4. Within thirty (30) days of receipt of the Management Discussion Notice, the
Parties will arrange for and facilitate a meeting between senior representatives of the
Company and CMO to attempt in good faith to resolve the Dispute (the “Management
Discussion”);
Agreement with Page 22 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
9.2.2 If a Party’s concerns regarding a Dispute remain unresolved by the Informal Dispute
Resolution Process, the Party who wishes to pursue resolution of the Dispute must within thirty
(30) days of the completion of the Informal Dispute Resolution Process:
9.2.1.1. If the Party is the Company, send an email to the email address
disputes@circularmaterials.ca with the subject line “Arbitration Request” and the
Company’s name and registration number summarizing the aspects of the Dispute that
remain outstanding following the Management Discussion; or
9.2.1.2. If the Party is CMO, send an email to the email address of the Primary Contact
for the Company (as identified in the Portal) with the subject line “Arbitration Request”
summarizing the aspects of the Dispute that remain outstanding following the
Management Discussion;
9.2.3 The legal seat and location of arbitration shall be Toronto, Ontario, Canada, and the
language of arbitration shall be English (including hearings, documentation and award);
9.2.4 The arbitral tribunal shall be comprised of one arbitrator. Within thirty (30) days of receipt
of a Party’s request for arbitration, the Parties shall jointly agree upon an arbitrator. If the
Company and CMO cannot jointly agree on an arbitrator, each of CMO and the Company shall
jointly submit two names of potential arbitrators, and the identity of the arbitrator shall be chosen
from the four possible names by random draw observed by both Parties;
9.2.5 An arbitration lasting no more than four (4) hours, unless reasonably extended by the
arbitrator in consideration of the nature of the Dispute, shall be scheduled to take place on a
date to be determined by the arbitrator, in consultation with the Parties;
9.2.6 The Parties shall divide the time equally to present their positions to the arbitrator;
9.2.7 The Parties shall each be entitled to: (i) make submissions to the arbitrator, and (ii)
submit documentary and other evidence to the arbitrator;
9.2.8 The decision of the arbitrator shall be final and binding. The Company and CMO shall
have no right of appeal or review. For greater clarity, the court has no jurisdiction to hear an
appeal from or any review of the arbitrator’s decision;
9.2.9 Each Party shall bear its own costs of the arbitration and shall share equally the fees
and disbursements of the arbitral tribunal and any other related costs of the arbitration,
regardless of the outcome. The arbitrator shall have no jurisdiction to award costs in favour of
either Party; and
9.2.10 In addition to any other confidentiality obligations under this Agreement, the Parties shall
keep confidential and not disclose to any person the existence of the arbitration and any
element of the arbitration (including submissions and any evidence or documents presented or
exchanged and any awards thereunder), except to the arbitral tribunal, the parties’
shareholders, auditors and insurers, legal counsel to the parties and any other person
necessary to the conduct of the arbitration and except to the extent required by law, the rules of
a stock exchange or securities regulatory authority having jurisdiction over a party or required
for any application to set aside or enforce any award or decision made pursuant thereto. No
Agreement with Page 23 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
individual shall be appointed as an arbitrator unless he or she agrees in writing to be bound by a
confidentiality provision similar in form and substance to this paragraph.
9.3 Entire Agreement. This Agreement, including and together with any related exhibits,
schedules, attachments and appendices, constitutes the sole and entire agreement of
the Parties with respect to the subject matter contained herein, and supersedes all prior
and contemporaneous understandings, agreements, representations and warranties,
both written and oral, regarding such subject matter.
9.4 Currency. All references in this Agreement to dollar amounts, “dollars” or “$” are
references to Canadian dollars (CAD).
9.5 Force Majeure. Other than obligations to pay any amounts due pursuant to this
Agreement, neither Party shall be liable or responsible to the other Party, nor be deemed
to have defaulted under or breached this Agreement, for any failure or delay in fulfilling
or performing any term of this Agreement, when and to the extent the failure or delay is
caused by or results from acts beyond the impacted Party’s control (which events may
include natural disasters, pandemics, embargoes, explosions, riots, wars or acts of
invasion or terrorism, requirements of law, or national or regional emergency) (each, a
“Force Majeure Event”). A Party shall give the other Party prompt written notice of any
event or circumstance that is reasonably likely to result in a Force Majeure Event, and
the anticipated duration of such Force Majeure Event. An affected Party shall use all
commercially reasonable efforts to end the Force Majeure Event, ensure that the effects
of any Force Majeure Event are minimized and resume full performance under this
Agreement. Notwithstanding the foregoing, labour strikes, work slowdowns, or other job
actions of the affected Party’s employees or unexpected costs borne by the affected
Party do not constitute Force Majeure Events. The Parties acknowledge this Agreement
is being entered into in the midst of a pandemic generally referred to as the “COVID-19
Pandemic”. In this regard, the Parties agree circumstances relating to the COVID-19
Pandemic shall not be regarded as a Force Majeure Event unless circumstances arising
in connection with the COVID-19 Pandemic change materially (from the circumstances
as of the Effective Date) in a manner that causes a new failure or delay in a Party’s
fulfillment or performance of any term of this Agreement that would otherwise constitute
a Force Majeure Event.
9.6 Relationship of the Parties. The relationship between the Parties is that of
independent contractors. Nothing contained in this Agreement shall be construed as
creating any agency, partnership, franchise, business opportunity, joint venture or other
form of joint enterprise, employment or fiduciary relationship between the Parties. Except
as expressly provided in this Agreement, neither Party shall have any power or authority
to act in the name or on behalf of the other Party or to bind the other Party in any
manner whatsoever.
9.7 Severability. Every provision or part of this Agreement is to be considered severable. If
any provision or part hereof should be found by any court of competent jurisdiction to be
invalid or unenforceable, that determination shall not impair the other provisions or parts
of this Agreement, which will be deemed to have effect as if such provision or part were
severed from this Agreement.
Agreement with Page 24 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
9.8 Notices. All notices, requests, consents, claims, demands, waivers and other
communications under this Agreement must be in writing and sent by electronic mail to
the other Party at its address set forth below (or to such other address that the receiving
Party may designate from time to time in accordance with this Section). Notices sent in
accordance with this Section will be deemed effectively given 24 hours following
confirmation of email transmission.
The person registered by You in the Portal as the Primary Contact shall be the primary
contact for the purposes of this Section.
Notice to CMO: info@CircularMaterials.ca
Notice to Company: The email address provided for the Primary Contact in
the Portal.
9.9 Choice of Forum. Subject to Section 9.2, any legal suit, action, litigation, or proceeding
of any kind whatsoever in any way arising out of, from or relating to this Agreement,
including all exhibits, schedules, attachments, and appendices attached to this
Agreement, the services provided hereunder, and all contemplated transactions, shall be
instituted in the courts of the City of Toronto, Ontario, and each Party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or
proceeding. Service of process, summons, notice, or other document by mail or personal
service to such Party’s address set forth herein shall be effective service of process for
any suit, action, litigation or other proceeding brought in any such court. Each Party
agrees that a final judgment in any such suit, action, litigation, or proceeding is
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. The Parties irrevocably and unconditionally waive any
objection to the venue of any action or proceeding in such courts and irrevocably waive
and agree not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.
9.10 Governing Law. This Agreement, including all exhibits, schedules, attachments and
appendices attached to this Agreement and thereto, and all matters arising out of or
relating to this Agreement, are governed by, and construed in accordance with, the laws
of the province Ontario and the federal laws of Canada applicable therein without regard
to the conflict of laws provisions thereof to the extent such principles or rules would
require or permit the application of the laws of any jurisdiction other than those of such
province.
9.11 Waiver. No waiver by any Party of any of the provisions of this Agreement shall be
effective unless explicitly set forth in writing and signed by the Party so waiving. Except
as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising,
any rights, remedy, power or privilege arising from this Agreement shall operate or be
construed as a waiver thereof, nor shall any single or partial exercise of any right,
remedy, power, or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power, or privilege.
Agreement with Page 25 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
9.12 Survival. All obligations under this Agreement, including obligations of indemnity, which
expressly or by their nature survive the expiration, termination or assignment of this
Agreement shall continue in full force and effect subsequent to and notwithstanding such
expiration, termination or assignment and until they are satisfied or by their nature
expire. The expiration, termination or assignment of this Agreement for whatever reason
shall not prejudice or affect the rights of either Party against the other in respect of any
breach of this Agreement or any monies payable by one Party to the other in relation to
any period prior to the effective date of expiration, termination or assignment. Without
limiting the generality of the foregoing, all payment obligations in respect of monies
payable by one Party to the other shall survive expiration, termination or assignment of
this Agreement.
9.13 Further Assurances. Each Party shall, at its expense, do, execute and deliver, or
cause to be done, executed and delivered, such further acts and documents as the other
Party may reasonably request from time to time for the purpose of giving effect to this
Agreement or carrying out the intention or facilitating the performance of the terms of this
Agreement.
9.14 Revisions to this Agreement. Except as otherwise expressly stated in this Agreement,
no amendment, supplement, modification or waiver or termination of this Agreement
and, unless otherwise specified, no consent or approval by any Party, is binding unless
executed in writing and signed by an authorized representative of each Party.
Notwithstanding the foregoing, CMO may make any revisions to this Agreement
necessary to comply with amendments to the Regulation or other notices,
interpretations, rulings, directives or other communications issued pursuant to the
Regulation (collectively, “Communications”), and CMO will provide the Company with
written electronic notice of such revisions as soon as reasonably practicable. Such
revision shall automatically have effect from the date specified in the notice, which date
shall be the date CMO reasonably determines is necessary to comply with the
Regulation, as so amended, or with such Communications. CMO shall make
commercially reasonable efforts to consider and respond to (and, if appropriate, as
reasonably determined by CMO, accommodate) reasonable written feedback related to
such revisions received from the Company within thirty (30) days of receiving such
feedback.
10.0 EXECUTION OF THIS AGREEMENT
This Agreement may be executed in any number of counterparts, each of which, when executed
and delivered, shall have the force and effect of an original, but all such counterparts shall
constitute one and the same instrument. This Agreement, to the extent signed and delivered by
means of a facsimile machine, PDF via electronic mail or other electronic means, will be treated
in all manners and respects as an original and will be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person.
Agreement with Page 26 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
THIS AGREEMENT is submitted for acceptance and is effective as of:
(the “Effective Date”).
I ATTEST the Company was Supplying Blue Box Material in Ontario on or before January 1, 2021 or
if otherwise as of [YYYY-MM-DD}:
Company Full Corporate Name:
Per: _______________________________________
Authorized Signing Officer
(I have authority to bind the Corporation.)
Name of Signing Officer:
Title:
Company Head Office Address:
Company Jurisdiction of Incorporation:
Signing Officer’s Email address:
Signing Officer’s Telephone number:
AND AGREED TO BY CMO:
Per:
Authorized Signing Officer
(I have authority to bind the Corporation.)
Name of Signing Officer: Allen Langdon
Title: Chief Executive Officer
Address: 700-1 St. Clair Ave. W, Toronto Ontario M4V 1K6
Email address: info@circularmaterials.ca
Telephone number: 1 (844) 328-7149
Agreement with Page 27 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
Appendix A - Blue Box Material Reporting Categories
Blue Box Material Reporting Category – Non-Beverage
Paper Products
Newspapers
Newsprint (inserts and circulars)
Magazines and Catalogues
Directories
Paper for General Use
Purchased Posters, Calendars, Greeting Cards and Envelopes
Other Printed Materials
Paper Packaging
Gable Top Containers
Aseptic Containers
Paper Laminates
Kraft Paper Carry-Out Bags
Kraft Paper - Non-Laminated
Corrugated Cardboard
Boxboard and Other Paper Packaging
Rigid Plastic
Packaging
PET Bottles, Jars and Jugs < 5 Litres
PET Bottles, Jars and Jugs >= 5 Litres
PET Thermoform Containers < 5 Litres
HDPE Bottles, Jars and Jugs < 5 Litres
HDPE Bottles, Jars and Jugs >= 5 Litres
Expanded Polystyrene
Non-Expanded Polystyrene
PLA, PHA, PHB
Other Plastic Packaging (not listed Above) < 5 Litres
Other Plastic Packaging (not listed Above) >= 5 Litres
Flexible Plastic
Packaging
LDPE/HDPE Film
LDPE/HDPE Film Carry-Out Bags
PLA, PHA, PHB - Plastic Film
PLA, PHA, PHB Carry-Out bags
Plastic Laminates
Steel Packaging Steel Aerosol Containers
Other Steel Containers and Packaging
Aluminum Packaging
Aluminum Aerosol Containers
Aluminum Food Containers
Other Aluminum Packaging
Agreement with Page 28 of 30 CONFIDENTIAL
LEGAL_1:72263539.33
Blue Box Material Reporting Category – Non-Beverage
Glass Packaging Clear Glass
Coloured Glass
Compostable
Products and
Packaging
Certified under CAN/BNQ 0017-088: Specifications for Compostable Plastics
Certified under ISO 17088: Specifications for compostable plastics
Certified under ASTM D6400: Standard Specification for Labeling of Plastics
Designed to be Aerobically Composted in Municipal or Industrial Facilities
Certified under ASTM D6868: Standard Specification for Labeling of End Items
that Incorporate Plastics and Polymers as Coatings or Additives with Paper and
Other Substrates Designed to be Aerobically Composted in Municipal or
Industrial Facilities
Certified under EN 13432: Requirements for packaging recoverable through
composting and biodegradation - Test scheme and evaluation criteria for the
final acceptance of packaging
Blue Box Material Reporting Category - Beverage
Beverage - Paper
Gable Top Containers - Beverage - Non-Alcoholic 0 - 500 ml
Gable Top Containers - Beverage - Non-Alcoholic 501 ml - 1L
Gable Top Containers - Beverage - Non-Alcoholic > 1L
Aseptic Containers - Beverage - Non-Alcoholic 0 - 500 ml
Aseptic Containers - Beverage - Non-Alcoholic 501 ml - 1L
Aseptic Containers - Beverage - Non-Alcoholic > 1L
Beverage - Plastic
PET Bottles - Beverage - Non-Alcoholic 0 - 500 ml
PET Bottles - Beverage - Non-Alcoholic 501 ml - 1L
PET Bottles - Beverage - Non-Alcoholic > 1L
HDPE Bottles - Beverage - Non-Alcoholic 0 - 500 ml
HDPE Bottles - Beverage - Non-Alcoholic 501 ml - 1L
HDPE Bottles - Beverage - Non-Alcoholic > 1L
PLA, PHA, PHB - Beverage - Non-Alcoholic 0-500 ml
PLA, PHA, PHB - Beverage - Non-Alcoholic 501 ml - 1L
PLA, PHA, PHB - Beverage - Non-Alcoholic > 1L
Non-Expanded Polystyrene - Beverage - Non-Alcoholic 0 - 500 ml
Other Plastics - Beverage - Non-Alcoholic 0 - 500 ml
Other Plastics - Beverage - Non-Alcoholic 501 ml - 1L
Other Plastics - Beverage - Non-Alcoholic > 1L
Beverage - Steel Steel Containers - Beverage - Non-Alcoholic 0 - 500 ml
Agreement with Page 29 of 29 CONFIDENTIAL
LEGAL_1:72263539.33
Blue Box Material Reporting Category - Beverage
Steel Containers - Beverage - Non-Alcoholic 501 ml - 1L
Steel Containers - Beverage - Non-Alcoholic > 1L
Beverage - Aluminum Aluminum - Beverage Containers - Non-Alcoholic 0 - 500 ml
Aluminum - Beverage Containers - Non-Alcoholic > 500 ml
Beverage - Glass
Clear Glass - Beverage - Non-Alcoholic 0 - 500 ml
Clear Glass - Beverage - Non-Alcoholic 501 - 1L ml
Clear Glass - Beverage - Non-Alcoholic > 1L
Coloured Glass - Beverage - Non-Alcoholic 0 - 500 ml
Coloured Glass - Beverage - Non-Alcoholic 501 - 1L ml
Coloured Glass - Beverage - Non-Alcoholic > 1L