Contract - Curbside - Sharps - Vista Drug - 2011-05-01 AGREEMENT
Home Generated for Sharps Waste Collections
This Agreement is entered into on May 1 2011 by WM Curbside, LLC("WM"),Costa
Mesa Sanitary District and Vista Drug ("Customer").
Customer agrees to utilize one (1) 44-gallon drop-boxes for the purpose of collecting
home generated sharps waste from the public.
Customer will utilize WM's drop-box (hereinafter "Box") The Box is designed to receive
home generated sharps waste.
The Box will be placed at Vista Drug, located at 821 19`" Street, Costa Mesa, CA 92627
The Box can be affixed to the floor or wall. WM will deliver the Box to the location Inside
of the building. It Is the responsibility of Customer 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 Customer
The Box is the property of WM. WM is not responsible for any incidents that occur as a
result of the use and/or placement and/or installation of the Box. The sponsor Costa
Mesa Sanitary District ("CMSD"), shall determine the rules and regulations for use of the
Box by Customer Customer's patrons and others. WM assumes no responsibility for the
CMSD's or Customer's rules or usage of the Box, and the CMSD and Customer agree
that WM 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" may be placed In the sharps Box. Customer 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 the CMSD
may extend the Term on the same terms and conditions for an additional one year by
giving written notice to the other WM, the CMSD and/or Customer may terminate this
agreement, without cause, by giving the other parties written notice 30 days prior to the
end of a term. There Is no early termination fee. WM may terminate this Agreement for
the CMSD's and/or Customer's breach of this Agreement, including but not limited to
non-payment of services, if after notice to the CMSD and/or Customer that such breach
is not cured within five (5) days.
Compensation. CMSD agrees to pay WM for collection and disposal of the waste as set
forth herein. WM will be compensated by the CMSD as follows: WM will charge
$[145.00]for disposal and collection of the 44-gallon container of sharps.
Waiver of Liability Customer 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 Customer or of any customer of 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 Customer's premises; or (c) any other such cause
whatsoever' except for damage caused by WM's gross negligence.
Indemnification
Customer shall defend, hold harmless and indemnify WM and its affiliates and their
respective directors, employees, successors, assigns, insurers, licensees, distributors,
agents, and the CMSD (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 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 Customer is found liable to a third party with respect to the performance of
Services, WM 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. Customer shall not
consent to the entry of any judgment or enter into any settlement without WM's prior
written consent.
independent Obligation. Customer's obligations under the Indemnification section are
independent of any other obligation of Customer under this Agreement.
Assignment. WM 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, 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. 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 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 Customer
Costa Mesa Sanitary District
628 W. 19th St.
Costa Mesa, CA 92627
Copy to:
Vista Drug
821 19"'Street
Costa Mesa, CA 92627
If to WM Curbside, LLC:
Patrick Anderson-Sales Manager,
500 S. Jefferson St
Placentia, CA 92870
Copy to:
WM Curbside, LLC
1001 Fannin, Suite 4000
Houston, 7X 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.
Severabllity 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 Customer
IN WITNESS WHERpF the parties have caused their respective duly authorized
representatives to e mule this Agreement effective as of the Effective Date.
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