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Contract - Curbside - Sharps - White Front - 2010-11-17 AGREEMENT Home Generated Sharps Waste Collection White Front Pharmacy (hereinafter 'customer") agrees to utilize one 20 gallon drop-box for the purpose of collecting home generated sharps waste from the public. ("the box"), from Curbside Inc. (hereinafter 'Curbside") The box is designed to receive home generated waste sharps. The box will be placed inside the customers property located at 801-B Baker St. Costa Mesa, CA 92646. The box can be affixed to the floor or wall. Curbside Inc. will deliver the box to the address above. It is the responsibility of customer to affix the box to the building is they choose to do so. The manner of installation and location of the box shall be within the sole discretion of Customer The box is the property of Costa Mesa Sanitary District. Curbside Inc. and the Costa Mesa Sanitary District are not responsible for any incidents that occur as a result of the use and/or placement and/or installation of the box. Customer shall determine the rules and regulations for use of the box by Customer's patrons and others. Curbside assumes no responsibility for Customer rules for usage of the box and Customer agrees that Curbside has made no representations as to how the box should or should not be used. However Customer shall maintain signage on or associated with the box stating that 'only sharps waste is to be deposited" No other waste shall be deposited into the drop- box. Term. The term of this Agreement ("Term") is two years, starting on the Effective Date, and ending on November 301h 2012, unless terminated earlier Curbside and/or Customer may extend the Term on the same terms and conditions for an additional one year by giving written notice to the other Curbside and/or Customer may terminate this agreement by giving the other.party written notice 30 days prior to the end of a term. The cost of servicing the box will be paid by the Costa Mesa Sanitary District and they can at any time decide to stop the program and remove the drop-boxes with 30 days written notice. There is no early termination fee. Waiver of Liability Customer waives all claims it may have against Curbside and any other person or entity working for or at the direction of Curbside, this includes Costa Mesa Sanitary District and sponsoring non-profit organizations for the safekeeping or safe delivery or damage to any property of Customer or of any customer of Customer because of (a) any non-negligent act or omission associated with the collection from the box; (b) leaks from the box, any casualty or odors in Customer or its premises; or (c) any other such cause whatsoever except for damage caused by Curbside's gross negligence. Indemnification Customer shall defend and indemnify Curbside and its affiliates and their respective directors, employees, successors, assigns, insurers, licensees, distributors, agents, Costa Mesa Sanitary District and non-profit organizations (the `Indemnified Parties") against any claim, suit, proceeding, loss, damage, settlement, cost, expense (including but not limited to reasonable attomeys' 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 Curbside) between any Indemnified Party and any third party 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 Customer 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 Licensee or both of them are found liable to a third party with respect to the performance of Services, Curbside and Customer 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. Licensee shall not consent to the entry of any judgment or enter into any settlement without Curbside's prior written consent. Independent Obligation. Licensee's obligations under the Indemnification section are independent of any other obligation of Customer under this Agreement. Assignment. Curbside and Customer 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. This Agreement will inure to the benefit of Curbside and its assigns and its current and future affiliates. Governing Law This Agreement is governed by California law excluding its conflicts of law rules. Customer 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 under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile with electronic confirmation or personal delivery to the other party at the address below If to with a copy to: If to Curbside:Socorro Fierro, 500 S. Jefferson St. Placentia, CA 92870 Notice is effective. (i) when delivered personally (H) 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. If this section states no notice address for Customer notice will be effective if given to Customer at the address specified in this Agreement's introductory paragraph or the last known address. 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: Waiver of Liability Indemnification; and Termination. Costs and Legal Fees. In the event of any legal action between the parties arising from this Agreement, the substantially prevailing party may recover from the other party all of its reasonable costs and expenses, including attorneys' fees and court costs. Limitations on Liability Curbside, Costa Mesa Sanitary District or pharmacy association 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 Curbside and Customer IN WITNESS WHEREOF the parties have caused their respective duly authorized representatives to execute this Agreement effective as of the Effective Date. White Front Phar . y Title IAA Date a eLs vin p war For Curbside Inc. Title —OP /1/47// Date