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Contract - WM Curbside, LLC - 2017-10-10 AGREEMENT Home Generated for Non-controlled Pharmaceutical Waste Collections This Agreement is entered into and effective on OC1Tj'R'(0, 2017 by WM Curbside, LLC ("WM"), and Costa Mesa Sanitary District ("CMSD"). CMSD agrees to utilize CMSD's one (1) 20-gallon drop-box (hereinafter "Box" for the purpose of collecting home generated non-controlled pharmaceutical waste from the public. The Box will be placed at the CMSD Headquarters. WM will deliver the Box to the location address of 290 Paularino Avenue, Costa Mesa, CA 92626 inside of the building. The Box is the property of Costa Mesa Sanitary District. WM is not responsible for any incidents that occur as a result of the use and/or placement and/or installation of the Box. CMSD shall determine the rules and regulations for the use of the Box by CMSD's patrons and others. WM assumes no responsibility for CMSD or CMSD's rules or usage of the Box, and CMSD agrees that WM has made no representations as to how the Box should or should not be used. However, CMSD shall maintain signage on or associated with the Box stating that"only non-controlled pharmaceuticals"may be placed in the non-controlled pharmaceuticals Box. CMSD is responsible for all incidents related to the Box. Term and Termination. The term of this Agreement ("Term") is two years, starting on the effective date, unless terminated earlier, as provided herein. WM and/or CMSD may extend the Term on the same terms and conditions for an additional one year by giving written notice to the other. WM and/or CMSD may terminate this agreement, without cause, by giving the other party written notice 30 days prior to the end of a term. There is no early termination fee. WM may terminate this Agreement for CMSD's breach of this Agreement, if after notice to CMSD such breach is not cured within five (5) days. Compensation. WM will be compensated as follows: WM will charge a per stop fee of $100.00; and WM will charge a disposal fee of $4.50 per pound of non-controlled pharmaceuticals collected from the Box. Waiver of Liability. CMSD waives all claims it may have against WM and any other person or entity working for or at the direction of WM for the safekeeping or safe delivery or damage to any property of CMSD or of any Customer, because of (a) any act or omission associated with the collection of waste from the Box; (b) leaks from the Box, any casualty, or odors on CMSD's premises; or (c) any other such cause whatsoever; except for damage caused by WM's gross negligence. Notwithstanding anything stated in the Agreement to the contrary, CMSD will not assert any claims against WM for any federal laws associated with pharmaceutical waste collection programs, and WM may modify the Agreement to comply with any applicable laws, or terminate the Agreement if the services under the Agreement are prohibited or made impracticable under applicable laws. Indemnification. CMSD shall defend, hold harmless and indemnify WM and its affiliates and their respective directors, employees, successors, assigns, insurers, licensees, distributors, agents,(the "Indemnified Party") against any claim, suit, proceeding, loss, damage, settlement, cost, expense (including but not limited to reasonable attorneys'fees and expenses and costs of investigation) and liabilities ("Liabilities") involving an allegation (regardless of whether it is false, fraudulent or groundless, or whether it alleges any negligence, willful misconduct or culpability by Indemnified Parties) between any Indemnified Party and any third party claim or action that arises, directly or indirectly, from the Box (the "Claims"), that are incurred by any Indemnified Party relating to any Claim. If a portion of the Liability is caused by the gross negligence or willful misconduct of an Indemnified Party, however, CMSD is not obligated to indemnify that Indemnified Party to the proportional extent of its Liability as determined by a final, non-appealable order of a court having jurisdiction. Contribution. Where Indemnification is not enforceable and where any Indemnified Party or CMSD is found liable to a third party with respect to the performance of Services, WM and CMSD each shall contribute to any judgment awarded in favor of the third party in proportion to its comparative degree of culpability. Claim. An Indemnified Party need not seek recovery from a third party or otherwise mitigate its losses in order to make a claim under Indemnification. CMSD shall not consent to the entry of any judgment or enter into any settlement without WM's prior written consent. Independent Obligation. CMSD's obligations under the Indemnification section are independent of any other obligation of CMSD under this Agreement. Assignment. WM and CMSD shall not assign any part or all of this Agreement, or subcontract or delegate any rights under this Agreement, without the prior written consent of the other party. Any attempt to assign, subcontract or delegate in violation of this section is void in each instance, except that WM may assign its rights to any affiliate. This Agreement will inure to the benefit of WM and its assigns and its current and future affiliates. Governing Law. This Agreement is governed by California law, excluding its conflicts of law rules. CMSD irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Orange County, California for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts. Notices. Notices hereunder shall be in writing and shall be deemed duly given upon delivery if delivered by hand (against receipt), by facsimile(with confirmation of receipt) or by a nationally recognized courier service(signature requested), to the undersigned at the address or facsimile number set forth below. If to CMSD: Costa Mesa Sanitary District 290 Paularino Avenue Costa Mesa, CA 92626 Attn: Nabila Guzman If to WM Curbside, LLC: WM Curbside, LLC Paul Schlich, Sales Manager 5101 East La Palma Avenue Anaheim, CA 92807 Copy to: WM Curbside, LLC 1001 Fannin, Suite 4000 Houston, TX 77002 Attention General Counsel Notice is effective: (i) when delivered personally, (ii) three business days after sent by certified mail, (iii) on the business day after sent by a nationally recognized courier service, or (iv) on the business day after sent by facsimile with electronic confirmation to the sender. A party may change its notice address by giving notice in accordance with this section. Severability. If any provision of this Agreement is determined to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable. No Waiver. A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver. Cumulative Rights. The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity. Construction. The Section headings of this Agreement are for convenience only and have no interpretive value. In this Agreement, defined terms include the plural as well as the singular, and references to "include" and its derivatives (including, "e.g.") mean "including but not limited to". This Agreement may be executed in counterparts, which together will constitute one and the same agreement. Survival. The following provisions survive termination or expiration of this Agreement: Compensation; Waiver of Liability; Indemnification; and Term and Termination. Costs and Legal Fees. In the event of any legal action between the parties arising from this Agreement, the prevailing party may recover from the other party all of its reasonable costs and expenses, including attorneys' fees and court costs. Limitations on Liability. WM Curbside LLC is not liable under any circumstances for lost opportunities or profits, or for consequential, special, punitive or indirect damages of any kind,even if it has been apprised of the likelihood of such damages. Entire Agreement. This Agreement, together with all attachments, constitute the complete and final agreement of the parties pertaining to the contents herein and supersede the parties' prior agreements, understandings and discussions relating to the this agreement. No modification of this Agreement is binding unless it is in writing and signed by WM and CMSD. IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement effective as of the effective date. ( e.v ro \ M& 'cher Costa Mesa Sanitary District Title fl— Date Signed Al Ill , ,"LAg President WM Curbside, LLC Title (,r a ► 1-• Date Signe