2020/06/18 WM Curbside, LLC Medical waste collection agreement DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
MEDICAL WASTE
COLLECTION AGREEMENT
WM Curbside, LLC
THIS MEDICAL WASTE COLLECTION AGREEMENT("Agreement"), dated this 18th day of June
2020 is entered into by and between the City of Menifee, ,a California municipal corporation ("CUSTOMER")
and WM Curbside, LLC, a Delaware limited liability company ("CONTRACTOR").
WHEREAS, CUSTOMER desires to utilize the services of CONTRACTOR to collect and properly
dispose of ,syringes, lancets and sharps ("Medical Waste") generated by the City of Menifee's Police
Department ("MPD"); and
WHEREAS, CONTRACTOR desires to render such services to CUSTOMER.
NOW THEREFORE, in consideration of the recitals above, which are incorporated herein by this
reference,the mutual promises set forth herein,and of other good and valuable consideration,the sufficiency
of which is hereby acknowledged, CUSTOMER and CONTRACTOR agree as follows:
1. Term of Agreement. This term of this Agreement shall commence on June 18,2020 and continue
until June 30,2021. The services herein are being offered to CUSTOMER on a non-exclusive basis.
Accordingly,during the term and following the termination of this Agreement,CONTRACTOR retains
the right to offer and perform similar or identical services for others.
2. Scope of Services. During the term of this Agreement, CONTRACTOR, itself or through its
subsidiaries, affiliates or subcontractors, shall provide CUSTOMER with the following services:
collection of Medical Waste directly from, and generated by the MPD (but not including
Nonconforming Waste), and management, transportation, disposal, and treatment of such Medical
Waste . CONTRACTOR shall have on location, employees or agents, and such materials and
equipment as are necessary to perform the above-referenced services, including, without limitation,
to handle, containerize, label, load and transport such Medical Waste.
CONTRACTOR acknowledges and understands that the services contracted for under this
Agreement require specialized knowledge and skills and that, consistent with this understanding,
CONTRACTOR's services will be held to an industry standard for such services. CONTRACTOR
represents to CUSTOMER that it holds the necessary knowledge and skills to satisfy the industry
standard of quality as set forth in this Agreement.
CONTRACTOR hereby represents and warrants that: CONTRACTOR will (a) manage all Medical
Waste collected pursuant to this Agreement in a safe and diligent manner, in full compliance with all
applicable federal, state and local laws, ordinances, orders, rules and regulations; and (b) use
disposal facilities that have been issued all permits, licenses, certificates and/or approvals required
by applicable federal, state and local laws, ordinances, orders, rules and regulations necessary to
allow the facility to accept and treat and/or dispose of Medical Waste. Except as provided in this
Agreement, CONTRACTOR makes no other warranties and hereby disclaims any other implied
warranty.
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
CUSTOMER is responsible for notifying MPD and its personnel of such services and directing them
to secure all Medical Waste in packaging materials provided by CONTRACTOR at the time collection
service is requested. Initial collection service frequency is once a month and date of pickup will be
determined by the CONTRACTOR.
Except as otherwise expressly provided in this Agreement, (i) CONTRACTOR disclaims all
responsibility for and assumes no liability for any "Nonconforming Waste," as that term is defined
below and examples of which are listed in Exhibit B, and (ii) CONTRACTOR will neither handle nor
accept for disposal any Nonconforming Waste., unless otherwise agreed to between the parties in
writing. "Nonconforming Waste" is waste that is not in accordance with waste descriptions given by
CUSTOMER 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 Medical Waste.
If MPD or its employees, representatives or agents sets out Nonconforming Waste, and
CUSTOMER directs CONTRACTOR, in writing, to accept the Nonconforming Waste, and
CUSTOMER and CONTRACTOR agree, in writing, on the charges for packaging, collection,
transportation, and disposal of such Nonconforming Waste, CONTRACTOR will package the
material for CUSTOMER and CUSTOMER will compensate CONTRACTOR for its packaging,
collection, transportation and disposal services pursuant to the charges agreed to between
CONTRACTOR and CUSTOMER. In such event, CONTRACTOR will arrange for the collection,
transportation and disposal of such material with a properly permitted and licensed subcontractor.
However, if CUSTOMER does not direct that CONTRACTOR receive the Nonconforming Waste,
and/or the charges for such collection, transportation and/or disposal are unsatisfactory to
CUSTOMER, then the Nonconforming Waste will not be accepted, and will be returned to
CUSTOMER.
CUSTOMER shall provide CONTRACTOR a safe work environment on any premises owned or
controlled by CUSTOMER on which CUSTOMER has directed CONTACTOR to collect Medical
Waste. CUSTOMER represents and warrants that except for any Nonconforming Waste collected
pursuant to the immediately preceding paragraph, the Medical Waste it tenders to CONTRACTOR
will not contain Nonconforming Waste.
3. Compensation and-Payment; Payment Cap. CONTRACTOR shall be compensated as follows:
CUSTOMER shall pay CONTRACTOR for the services provided by CONTRACTOR pursuant to this
Agreement pursuant to the fee schedule provided in Exhibit A. CONTRACTOR may request an
increase in fees 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. CONTRACTOR shall submit any such request,
in writing, to the City Manager of CUSTOMER, along with documentation supporting such increase.
The City Manager shall approve or deny such request, in his or her sole and absolute discretion,
except with respect to taxes, fees or surcharges imposed by local, state or federal laws or
regulations. Any such approval or denial shall be made within thirty (30) calendar days after receipt
of such request. If the parties are unable to mutually agree to an increase in fees, than either party
may terminate this agreement with thirty(30)days written notice. CUSTOMER shall pay all amounts
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
due and payable in any invoice within 30 days of receipt of such invoice from CONTRACTOR.
CUSTOMER shall pay a late fee on all past due amounts accruing from 30 days after the date of the
invoice at a rate of ten percent (10%) per annum or, the maximum rate allowed by law.
Notwithstanding anything to the contrary herein, the cumulative amount of fees payable hereunder
by CUSTOMER shall not exceed Twenty-Five Thousand Dollars ($25,000).
4. Insurance Requirements.
4.1 CONTRACTOR and its subcontractors are to comply with the terms of this Section 4 and
will comply with the insurance requirements outlined in Section 4.4 below.
4.2 Commencement of Work. CONTRACTOR agrees not to commence any work under this
Agreement until CONTRACTOR has obtained all insurance required and CUSTOMER has
approved such insurance coverage. All insurance required by this Agreement shall contain a
Statement of Obligation on the part of the carrier to notify CUSTOMER of any material change,
cancellation, or termination of the coverage's under the policy at least thirty (30) days in advance
(ten (10) days in the event of cancellation for non-payment).
4.3 Workers' Compensation Insurance. During the duration of this Agreement, CONTRACTOR
shall maintain Workers' Compensation Insurance in accordance with statutory requirements for the
State of California.
4.4 Insurance Amounts. CONTRACTOR agrees to maintain the following insurance for the
duration of this Agreement:
(a) Comprehensive General Liability and Automobile Liability in the amount of $3,000,000.00
per occurrence, $5,000,000 in the aggregate;
(b) Endorsements for the policies under section 4.4 (a) shall (i) designate
CUSTOMER, its officers, elected officials, employees, agents, and representatives as additional
insureds, and (ii) provide that such policies are primary, and noncontributory with any insurance
held by CUSTOMER. CONTRACTOR shall provide to CUSTOMER proof of insurance in the form
of certificates of insurance and endorsements, as reasonably requested by CUSTOMER from time
to time.
(c) The limit requirements for Comprehensive General Liability and Automobile Liability policies
may be satisfied through a combination of primary and umbrella policies, without gaps in limits and
with coverage as broad as the underlying policy
5. Non-Liability of Officials and Employees of the Parties
5.1 No official or employee of CUSTOMER shall be personally liable to CONTRACTOR in the
event of any default or breach by CUSTOMER, or for any amount, which may become due to
CONTRACTOR.
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
5.2 No official, member, owner, shareholder, director, officer, agent or employee of
CONTRACTOR shall be personally liable to CUSTOMER in the event of any default or breach by
CONTRACTOR, or for any amount, which may become due to CUSTOMER.
6. Non-Discrimination. CONTRACTOR covenants that there shall be no discrimination against any
person or group of persons,due to race, color,creed, religion,sex,sexual preference, marital status,
age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent CONTRACTOR. It is agreed by the parties that CONTRACTOR is and shall perform
this Agreement as an independent contractor and,as such,shall have and maintain complete control
over all its employees and operations. Neither CONTRACTOR nor anyone employed by it shall be,
represent, act, purport to act, or be deemed to be the agent, employee or servant of CUSTOMER,
and shall obtain no rights to any benefits which accrue to CUSTOMER'S employees.
8. CompHance with Law. CONTRACTOR, in performing its obligations under this Agreement, shall
comply with all applicable laws, ordinances, codes, orders, and regulations of the federal, state, and
local government.
9. Notices. Any notices, bills, invoices or reports required by this Agreement shall be sufficient if sent
by the parties in the United States mail, postage paid,to the addresses noted below,or to such other
addresses as may be designated by written notice from time to time.
(a) If to CONTRACTOR:
WM Curbside, LLC
10633 Ruchti Road,
South Gate, CA 90280
(b) If to CUSTOMER:
City of Menifee
29844 Haun Rd
Menifee, CA 92586
Attn: Samantha Rodriguez
10. Limitations Upon Assignment. This Agreement may not be assigned voluntarily or by operation
of law, without the prior written approval of CUSTOMER (which approval shall not be unreasonably
withheld or delayed); provided, however, that CONTRACTOR may assign this contract, or
subcontract the obligations hereunder, to any subsidiary or affiliate of CONTRACTOR or to an
acquiring entity that succeeds to the business or substantially all of the assets of CONTRACTOR If
CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be
responsible to CUSTOMER for the acts and omissions of its subcontractors as it is for persons
directly employed.
11. Termination. Either party may terminate this Agreement if the other party breaches this Agreement
and fails to cure the breach within thirty (30) days after receipt of written notice of such breach, or,
for a breach that cannot reasonably be cured within thirty (30) days, fails to commence to cure the
breach within such thirty (30) days period and diligently prosecute the cure to completion within a
reasonable time thereafter. If any change or communication from any municipal, local, state,federal,
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
or interstate authority occurs with respect to any laws, rules, orders, regulations or ordinances
applicable to the rights or obligations contained in this Agreement or which materially impacts either
party hereto(including but not limited to changes which increase the cost incurred by CONTRACTOR
to provide the services hereunder or affect facility permit status), either party shall have the option to
request to have the terms of this Agreement renegotiated in good faith to bring this Agreement and
the respective obligations or rights of the parties into compliance with such change or changes,which
may include cessation of collection of particular materials or their characterization as a
Nonconforming Waste. If the parties are unable to reach agreement during any such renegotiation,
either party may terminate this Agreement by providing a thirty(30)day written notice of termination.
Any termination for an uncured breach pursuant to this Section 11 shall be without prejudice to any
other remedy the terminating party may have and shall not affect the parties' uncompleted
obligations, including payment for services rendered by CONTRACTOR. In the event of any
termination pursuant to this Agreement, any work in progress will continue to completion unless
specified otherwise in the notice of termination. CUSTOMER shall pay for such work in progress
that is completed by CONTRACTOR.
12. Execution. The persons executing this Agreement on behalf of the parties warrant that they are
duly authorized to execute this Agreement and that by executing this Agreement, the parties are
formally bound.
13. Indemnification.
(a) CONTRACTOR and CUSTOMER(each, an"Indemnitor") hereby each agrees to indemnify,
hold harmless and defend the other party, and its parent, corporate affiliates, subsidiary companies,
owners, elected officials, officers, directors, agents and employees (collectively, the "Indemnitees"),
from and against any and all liabilities, penalties,fines,forfeitures,fees, demands, claims, causes of
action, suits, judgments and costs and expenses incidental thereto, including attorneys' fees
(collectively, "Liabilities"), which any or all of the Indemnitees may hereafter suffer, incur, be
responsible for or pay out for personal, bodily injury or death of the Indemnitee's employees, agents,
subcontractors or invitees,or damage to property owned, leased, rented or hired by any Indemnitee,
to the extent caused by: 1) the Indemnitor's breach of any representations, covenants, obligations,
or warranties set forth in this Agreement; or 2) the Indemnitor's or its employees', officers', elected
officials, owners', corporate affiliates' or subcontractors' (and their subcontractors at any tier) acts,
omissions or violations of an obligation imposed by law in the performance of this Agreement.
Notwithstanding anything stated herein, no Indemnitee shall be entitled to the benefits of this
indemnity in this Section 13(a) with respect to any Liabilities to the extent they arise as a result of
any gross negligence or willful or reckless misconduct of any Indemnitee.
(b) CONTRACTOR agrees to indemnify, hold harmless and defend the CUSTOMER and its
officers, elected officials, agents, representatives, and employees from and against any and all
Liabilities which any or all of them may hereafter suffer, incur, be responsible for or pay out as a result
of contamination or adverse effects on the environment including any Liabilities for removal or remedial
actions under the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(also known as Superfund) or comparable state law, caused by the services provided by
CONTRACTOR under this Agreement with respect to CUSTOMER's Medical Waste; provided,
however, the obligation of CONTRACTOR to indemnify the CUSTOMER shall not apply to any
Liabilities relating to Nonconforming Waste, unless in accordance with Section 2 above CUSTOMER
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
has directed CONTRACTOR to accept such Nonconforming Waste, and CUSTOMER and
CONTRACTOR have expressly agreed, in writing, on the charges for packaging, collection,
transportation, and disposal of such Nonconforming Waste.
(c) In no event shall either party be liable for any special indirect, incidental or consequential
damages, whether based in contract, warranty, indemnity or tort, negligence or strict liability.
14. Survival. Sections 5.1, 5.2, 7, 8, 9, 13, 14, 15, 16, 18, 19, and 20 shall survive termination of this
Agreement.
15. Modification. This Agreement constitutes the entire agreement between the parties and
supersedes any previous agreements, oral or written regarding the subject matter hereof. This
Agreement may be modified only by subsequent mutual written agreement executed by CUSTOMER
and CONTRACTOR. In no event shall the preprinted terms or conditions found on any CUSTOMER
purchase or work order or similar document be considered an amendment, modification,or supplement
to this Agreement, even if such document is signed by representatives of both parties; such preprinted
terms and conditions shall be considered null and void and of no effect.
16. Waiver. Any waiver by either party of any provision or condition of this Agreement shall be in writing,
and shall not be construed or deemed to be a waiver of any other provisions or conditions of this
Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such
waiver is expressed in writing by the party to be bound.
17. Excuse of Performance. The parties' obligation pursuant to this Agreement may be suspended by
either party in the event of: an act of God, war, riot, fire, explosion, accident, flood, sabotage,
pandemic, or threat of same; lack of adequate fuel, power, raw material, labor, containers, or
transportation facilities;compliance with governmental requests, laws, regulations,orders or actions;
revocation or modification of governmental permits or other required licenses or approvals; breakage
or failure of machinery or apparatus; national defense requirements or any other event beyond the
reasonable control of such party; or labor dispute, strike, lockout or injunction which event prevents
the delivery, transportation, acceptance, treatment, incineration, recycling or disposal of the waste.
18. Governing Laws. This Agreement shall be governed by the internal laws of the state of California,
without regard to conflict of law provisions.
19. Interpretation. This Agreement shall be interpreted as though prepared by both parties.
20. 5everability. Should any provision of this Agreement be adjudged illegal, invalid or unenforceable,
such illegality, invalidity or unenforceability shall not affect the legality,validity or enforceability of the
Agreement as a whole or any sections, subsections, sentences or clauses hereof not so adjudged.
21. Counterparts. This Agreement may be executed in counterparts, each of which, when this
Agreement shall have been signed by both of the parties hereto, shall be deemed to be an original,
and such counterparts shall constitute one and the same instrument.
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
IN WITNESS THEREOF,the CUSTOMER and CONTRACTOR have executed this Agreement as of the date
first written above.
WM Curbside, LLC [CUSTOME i
c '
DocoSignetl by:
Signed:�t'st�.o Signed:
ACESgF6C6Eg,AFg_.
Title: DM Title:
ARMANDO G. VILLA
CITY MANAGER
CITY OF MENIFEE
ENCLOSURES:
Exhibit A- Fee Schedule for Supplies and Services
Exhibit B—Waste Materials/Nonconforming Waste
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
w
Z
v O
-ma
o _
o z O
x x x Q
Ln
m ;° ;° CA Y c
a rn 0
N a n a� v ro O
on
W on � w on S a Ln ° �
c as c c _
c > <
a c 2 Q v
O 0 c v7
Uu c .� N OD J a
Q 0
u t u ut C7 �
ro 0 3 V mm U L
C) mC) C1 L C) J n n � Y
r\ CJ -1 ClO O_ Q rl -0 O
N N I- Q1 x of N C)
N a I l0 C) O N OD 00 - lev� + H x 3 3
Z E a
M M Il C1 O Lq J NJ O N
Q W u1 00 c-I I- VG seU L
C1
W H V N r `n N .�-I C00 w w O L +
.J O a = 11 U c c c
Q ro ro m 3
Q v)- v). 1^ in Z c c c c
LV 0 0 0 O
2 z-_
L L L M�O k.D O O W C! C) C1 -0
V n^ G1 r-I C1 O Lq Q a O. Q
G LA tA O
in
NJ N ^ w w LA tA
O LL O O O
W � 00 O o0 w oA u
U. a — Z LA N {A 0
W o 0 0 `0
V_a o o � o o 0 a
� 0L
H > W W Sri c-i ri 6 O E E E
H U N - N cI cn w w co 7 7 3
= W H Gc ccU E E E
Vf Z a O O X X X L
W
ro
Z z ro CO M
Z a '-
Q O O O
cc O O O
N W UJ W J iy Uri L6 L6
W a N c-I lfl O e-i M a Z W U N LD 110
M
d Ir- V u a s
Li
d Q
U
W
a
LU LU LU LU � = x W F- a a a
z a a Q Q Q " "
U U U U U w w a r» M M
u
a
LA W
CL m }
f�
J
p rn
- F Z rZ z
pJ Q m 0 3 Q v 3 m W O Q C7
ro =
t rLn U N C Z -O z N > to m
N C1 N 0
Y � W 0� 0
Z � fO LU
aj u c ++1 � v� o fl O �. J 0 0 w
O o Y r`o Z Z Zin
Z
to N O L m
C Q � U O U to ,A t a O O w � v
a Oa tA .3 a o A LU
L-. rn rn 3 H a Q Q rn
m L ro U L `� O L Z W � Q cr Z 0
V c c v�i v M c �Z N OJ Z U S
NJ ate+ m J C m +m m N Q Q W Y W 0 C7
C7 O c < O ro "a >O 0 C'7 H O Q w Z Z 0
O O , o v Cn rr D oc rn O O Z
U U N 2 � U w 3 I;t Ict z m D U U Q
DocuSign Envelope ID:06118F60-BA21-4D99-9B1F-2164077E795B
T
N
w
O
_O
()
O
c
(n
E
c
m
W
rn
m
a)
c_
2
io
O
c
O
U
a)
L
N
7
E
y
a7
a)
m
E
L
U
7
U)
fn
y C
� O
a) ;-
L cc
U �O U ui
N c a
> f0 E cc
m Y N _>
a]
-O N � U
O E c
O O N
L U U a�
2(0 2 C m a)
O C O —
U
� L (n ` ca
7 cn O C 0
Ecl.v O c Co
C
a3 > C U a)
W r 0 Ua? a)
N CM C_
N m N
Q � L � fA M O
a) 3 � vi F' _ aEit0
J to "O O Q LI] v L U C
Q m a) "�' fd Q U � 7 N
m U L cn 0 O m N
Q V ' Op L m (n a CU En N
W (a 7 V a)
C a) C U 3 Z 7 •C V N
C 75 V C y f�0 7 a7 N
W >, D wca)
m rna) E E �' E 'c E
► F-- >, wa�iccm 0 Z tEs � c
yP� a cnJza � � Q Uwa- <
W Q Z