Contract - Curbside - Sharps - Steven's Pharm. Waste - 2011-10-17 AGREEMENT
Home Generated Pharmaceutical Waste Collection
This Agreement is entered into on October 17 2011 by WM Curbside, LLC ("WM"), and
Costa Mesa Sanitary District ("CMSD") and Stevens Pharmacy ("Stevens") (CMSD and
Stevens collectively "Customer").
Customer agrees to utilize one (1) 20 gallon drop-box for the purpose of collecting non-
controlled from the public.
Customer will utilize WM's drop-box (hereinafter the 'Box"), to collect home generated
non-controlled waste pharmaceuticals.
The Box is located at 1525 Mesa Verde Dr E. #101 Costa Mesa, CA 92627
The Box is and shall remain 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. CMSD shall determine the rules and regulations for use of the Box by Stevens
patrons and others. WM assumes no responsibility for usage of the Box and Customer
agrees 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 non-controlled' (non-controlled substances as indicated on the supplied listing
from the Drug Enforcement Administration s website) pharmaceutical or medicine waste
is to be deposited. No other waste shall be deposited into the 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 Customer
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 Customer may terminate this agreement
without cause 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 CMSD and it can at any time, within it's
sole discretion, stop the program and remove the Box with 30 days written notice. There
is no early termination fee. WM may immediately terminate this Agreement for breach of
any provision of this Agreement, including failure to pay on a timely basis, however
Customer will have five (5) days to cure any such breach. Notice of termination shall be
in writing and deemed given when delivered in person or by certified mail, postage pre-
paid, return receipt requested.
Compensation. WM will be compensated as follows: WM will charge a per stop fee of
$75.00; and WM will charge a disposal fee of $4.50 per lb of medicines collected from
the Box. Customer shall pay the rates in full within 30 days of the date of each invoice
from WM. Customer shall pay a late fee on all past due amounts accruing from the date
of the invoice at a rate of eighteen percent (18%) per annum or the maximum rate
allowed by law
Waiver of Liability Stevens waives all claims it may have against WM and any other
person or entity working for or at the direction of WM, CMSD and sponsoring non-profit
organizations for the safekeeping or safe delivery or damage to any property of Stevens
or of any customer of Stevens, 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
Stevens 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 Customer 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
Stevens shall defend, hold harmless and indemnify WM and its affiliates and their
respective directors, employees, successors, assigns, insurers, licensees, distributors,
agents, CMSD and non-profit organizations (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 (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
Stevens 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. Stevens' obligations under the Indemnification section are
independent of any other obligation of Stevens 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 it 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.
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:
Stevens Pharmacy
1525 Mesa Verde Dr E.#101
Costa Mesa, CA 92627
If to WM:
William Anderson- Manager
5101 E. La Palma Ave. Ste 206
Anaheim Placentia, 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, (Hi) 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:
Compensation; 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 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, and CMSD are 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
JSignature page follows
IN WITNESS • t the parties have caused their respective duly authorized
representativ: to e 1 ute this Agreement effective as of the Effective Date.
tia Cad
Stwr.harms r Title
f/ 0Q7 hair
WM Cu side, LLC Title
7 6 e r Vr\C-,- 5V2"
Costa Mesa Sanitary District Title