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Contract - Sharps Ramsey Rexell - 2020-05-01AGREEMENT Home Generated for Sharps Waste Collections This Agreement is entered into and effective on May 1, 2020 by WM Curbside, LLC ('WM"), Costa Mesa Sanitary District ("CMSD") and Ramsay Rexall Drugs ("Customer"). WM shall provide Ramsay Rexall Drugs with one (1) 43-gallon drop -box for the purpose of collecting home generated sharps waste ("Waste Materials") from the general public. WM, itself or through its subsidiaries, affiliates or subcontractors, as approved by CMSD, shall provide CMSD with collection, management, transportation, disposal, and treatment of Waste Materials directly from, and generated by, the general public and patrons of Ramsay Rexall Drugs, and not including Nonconforming Waste, during the term of this agreement. The Box has been placed at the Ramsay Rexall Drugs. WM delivered the Box to the location address of 2246 Newport Blvd, Costa Mesa, CA 92627 inside of the building. It is the responsibility of CMSD to affix the Box to the building if they choose to do so. The manner of installation and location of the Box shall be within the sole discretion of CMSD. 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 use of the Box by CMSD's patrons and others. WM assumes no responsibility for the CMSD or CMSD's rules or usage of the Box, and the CMSD agree 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 "Sharps only" " may be placed in the Sharps Box. CMSD is responsible for all incidents related to the Box. CMSD will take reasonable steps so that the Waste Materials it tenders to WM will not contain Nonconforming Waste. WM disclaims all responsibility for and assumes no liability for any Nonconforming Waste, which it will neither handle nor accept for disposal, unless otherwise agreed to between the parties in writing. "Nonconforming Waste" is waste that is not in accordance with waste descriptions given by CMSD under this Agreement and/or prohibited from being received, managed or disposed of at a transfer, storage or disposal facility used hereunder by federal, state or local law, regulation, ordinance, permit or other legal requirement, or is not a Waste Material. Term and Termination. The initial term of this Agreement ("Term") is two (2) years, starting on the effective date, unless terminated earlier, as provided herein. WM and/or the CMSD may mutually agree to extend the Term for an additional one (1) year by giving written notice to the other. WM and/or CMSD may terminate this agreement, without cause, by giving the other party a written notice thirty (30) days prior to the end of a term. There is no early termination fee. The parties may terminate this Agreement for cause with five (5) days written notice and opportunity to cure. Compensation. WM will be compensated by the CMSD as follows: WM will charge a per stop fee of $155.00. The fee may be adjusted by WM to account for increased costs due to uncontrollable circumstances, including, without limitation, changes in local, state or federal laws or regulations, imposition of taxes, fees or surcharges and acts of God such as floods, fires, etc. provided CMSD receives notice and agrees. Should CMSD not agree, WM may terminate for cause. CMSD shall pay the rates in full within 30 days of the date of invoice. Any CMSD invoice balance not paid within thirty (30) days of the date of invoice is subject to a late charge, and any CMSD check returned for insufficient funds is subject to a Non -Sufficient Funds fee, both to the maximum extent allowed by applicable law. CMSD acknowledges that any late charge assessed by WM is not to be considered as interest on debt, is not a penalty, and is a reasonable charge for late payment. 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 intentional wrongful acts, gross negligence or from WM's improper disposal of the waste. Notwithstanding anything stated in the Agreement to the contrary, CMSD will not assert any claims against WM for any federal laws associated with sharps wastes collection programs based on the content of the box, 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. WM shall comply with all laws pertaining to waste disposal. WM shall maintain shipping and tracking documents for transfer of the Waste Materials.. Such documentation shall be produced upon reasonable written request of CMSD. Indemnification. CMSD shall defend, hold harmless and indemnify WM and its affiliates and their respective directors, employees, successors, assigns, insurers, licensees, distributors, and agents (the "Indemnified Parties") 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 or services (the "Claims"), that are incurred by any Indemnified Party relating to any Claim except as herein provided. 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. CMSD agrees to indemnify, defend and save WM harmless from and against any and all liability (including reasonable attorney's fees) which WM may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law to the extent caused by Nonconforming Waste. WM shall indemnify, defend and save CMSD and its officers, agents and employees harmless from any and all liability caused by improper disposal of the waste, except for claims involving Nonconforming Waste. WM may assume that the contents are sharps materials but shall dispose of that in a lawful manner. WM shall also be responsible for its vehicle and driver and any and all accidents that may occur, whether on CMSD property or otherwise. Insurance. WM shall have broad coverage insurance as set forth in Exhibit A and shall name the District as an additional insured and provide the District with an endorsement of coverage indicating such additional insured status. Title to and liability for Nonconforming Waste shall remain with CMSD at all times. WM shall have the right to inspect, analyze or test any waste delivered by CMSD. If CMSD's Waste Material is Nonconforming Waste, WM can, at its option, reject Nonconforming Waste and return it to CMSD or require CMSD to remove and dispose of the Nonconforming Waste at CMSD's sole expense. CMSD shall indemnify, hold harmless and pay or reimburse WM for any and all costs, damages and/or fines incurred as a result of or relating to CMSD's tender or delivery of Nonconforming Waste or other failure to comply or conform to this Agreement, including costs of inspection, testing and analysis. 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. Neither party shall consent to the entry of any judgment or enter into any settlement without WM's prior written consent. Independent Obligation. The parties' obligations under the Indemnification section are independent of any other obligation of the parties 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, which such consent shall not be unreasonably withheld, conditioned or delayed. Any attempt to assign, subcontract or delegate in violation of this section is void in each instance. 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 Copy to: Ramsay Rexall Drugs 2246 Newport Blvd Costa Mesa, CA 92627 If to WM Curbside, LLC: WM Curbside, LLC Regalado Pestano, District Operations Manager 10633 Ruchti Road, South Gate, CA 90280 Copy to: WM Curbside, LLC 9081 Tujunga Ave. Sun Valley, CA 91352 Attention Sr. Legal 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. Neither party is liable under any circumstances for lost opportunities or profits, or for consequential, special, incidental punitive or indirect damages arising out of the performance of this Agreement. License Status. WM represents and warrants that it has all licenses, permits and approvals necessary to dispose of Waste Materials as described in this Agreement and will provide proof of the same to CMSD upon request. 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 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. sta Mesa Saniitary"4-�Istrict Ramsei Rexall Drugs General Manner Title Title 4) Area Vice President WM Curbside, LLC Title APPROVED AS TO FORM: HARPER & BURNS LLP Exhibit A Insurances Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001): (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1(any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance Contractor shall maintain limits no less than: General Liability $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability $1,000,000 per accident for bodily injury and property damage Workers' Compensation and Employer's Liability Workers' Compensation limits as required by the Labor Code of the State of California Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. Insurance Endorsements The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the Costa Mesa Sanitary District to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the Costa Mesa Sanitary District, its directors, officials, officers, employees, agents and volunteers shall be covered as additional Insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the Costa Mesa Sanitary District, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Costa Mesa Sanitary District, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Costa Mesa Sanitary District, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (C) All Coverage. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (ten 5 (10) days for nonpayment of premium) prior written notice has been given to the Costa Mesa Sanitary District; and (B) any failure to comply with reporting or other provisions of the policies, including breaches or warranties, shall not affect coverage provided to the Costa Mesa Sanitary District, its directors, official, officers, employees, agents and volunteers. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A-:VIII, licensed to do business in California, and satisfactory to the Costa Mesa Sanitary District. 6