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AG 16-133 RETURN"1'0oo 7"wiT CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: POLICE DEPARTMENT 2. ORIGINATING STAFF PERSON: JOHNNY HERNADEZ EXT: 253-261-4922 3. DATE REQ.BY: ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND BELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION �CONTRACTAMENDMENT(AG#): . ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: MED-PROJECT LLC 6. NAME OF CONTRACTOR: MED-PROJECT LLC ADDRESS:`1800 M.STREET,NW,SUITE 400,SOUTH WASHING Dc 2006_TELEPHONE_(833)633-7765/1(833) E-MAIL:_LEGALAFFAIRS@MED-PROJECT.ORG FAX:_(866)633-1812 SIGNATURE NAME:_JIM WILSON,P.E. TITLE SENIOR DIRECTOR 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE:: b 1C "� �� JkLk:tc) ;� ' ( 9. TOTAL COMPENSATION NONE INCLUDI"EXPENSI.S AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES p NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED El YES ❑NO IF YES,$ ITITmmITIT„,PAID BY:❑CONTRACTOR❑CITY ❑ PURCHASING: PLEASE CHARGE TO: N/A 10, DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED AL2LIP TEAPPRQ 1 D AGER J.HE RNAND ROJECT MA EZ 121119 1RECTOR ❑ RISK.MANAGEMENT (IF APFLIL.ABL.F) 4.,AW _.....�...... _ . �mm __ 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT:_ DATE REC'D: ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPARTMENT 0 SIGNATORY .. (MAYOR OR DIRECTOR) 0 CITYCLERK SSIIxNID'AG# AG#.. .......__. .�::. " .._.� .w ' SIGNED COPY RETURNED DATE SENT:.... - COMMENTS: PLEASE RETURN SIGNED COPY TO JOHNNY HERNANDEZ,SUPERVISOR,EVIDENCE UNIT,FWPD. Dom=Envelor 0:F8E30C99-43B4-4BB4-gBC4-BlA2lF312C37 UOCU ign tnVO Ope W.-PUtUUL;Yl-4:J,L,34-4!bt$4-VU,;4-blAZI Tu AMENDED AND RESTATED MEDwProject KIGSK SERVICES AGREEMENT Medication ® & Disposal This Klosk Services Agreement,Including as 165, the applicable state laws identified In amended, supplemented, or otherwise modified from Exhibit B, and any amendments or time to time(the"Agreement")Is entered Into between modifications to these legal requirements. NED-Proact LLC,a Washington,D.0 limited liability 1.2. "DEA"shall mean the U.S. Drug Enforcement company with offices at 1800 M Street, NW,Suite 400 Administration. South Washington,DC 20036(-MED-Project'), and City 1.3. 'Effective Date shall mean the date defined in af Federal Way,a CA)146 �Y5" i reement§23. with offices at 33325 1.4. "Rapid Response Requests"s. I! mean requests 8th Avy,WA 98003 ("Host") for"Program Services"(defined below) in (each Iff collectively the"Parties"). response to any events, situations,activities, or circumstances that pose a risk or potential risk This Agreement amends and restates In its entirety the of harm or injury to property or persons. Agreement between the Parties dated June 30,2017, 1.5. " ll mean a"Potential and this Agreement shall be effective from the Effective Host Siteff(defined below)that: (1)has a Date of this Agreement forward. Tbe June 30,2017 ManagerN(defined below)and(Ii)either has a Agreement was effective and governed the relationship "laosk"( n low)or has requested a between the Parties with regard to the subject matter of laosk pursuant to Agreement§4.2. the June 30,2017 Agreement from June 30,2017 1.6. "Host Services"shall mean the obligations through the day before the Effective Date of this identified In Agreement§4. AgreemenL The Parties agree that the paragraphs of 1.7. "Installation Vendorff shall mean any qualified the June 30, 2017 Agreement Identified In Section 11.1 vendor contracted by MED-Project to perform of the June 30,2017 Agreement shall survive the Installation Vendor obligations under this execution of this Agreement. Agreement and identified further In Exhibit D, and any Installation Vendor assignees or NOW,THEREFORE,In consideration of the mutual subcontractors. promI ses and covenants set forth herein and for other I.B. 'alurisdictIon"shall mean a state, county, city, good and valuable consideration,the receipt and or other jurisdiction identified In Exhibit A. sufficiency of which Is hereby aduiowledged,the Parties 1.9. '61Klosks'shall mean receptacles used for the agree as follows: collection of"Unwanted Medicine"(defined below)and approved by MED-Project. 1. Deflhltlons. 1.10. 'Losses'shall mean any costs, 1.1. "Applicable Laws"shall mean all applicable expenses, damages, or diminution of value. federaI, state, and local laws, statutes, 1.11. ll mean the respective ordinances, codes, rules, regulations,orders, individuals identified In Exhibit C for each Host decrees, or pronouncements of any Collection Site. govers mental, administrative, or judicial 1.12• 'Plan"shall mean the respective approved authorities Including, but not limited to, the MED-Project Product Stewardship Plan ibr �Take-back Law"(defined below)with respect drugs operating In each lurlsdOon, to each"lurisdiction"(defined below), federal 1.13. "Potential Host Site'shall mean a Host Controlled Substances Act, 21 U.S.C. §§ 801 facility: (1)physically located within a etseq., U.S. Drug Enforcement Jurisdiction; (11)that may become a Host Administration controlled substance disposal Collection Site for Unwanted Medicine under regulations,21 C.F.R. §§ 1300 etmq, U.S. Applicable Laws,and (111)thaf Is identified In Department of Transportation Hazardous Exhibit C Materials Regulations, 49 C.F.R. Parts 171- CONFIDEN71AL&PROPRIETARY Page 1 of 13 Docu ign Envelope ID;F8E30C 9-43B4-4BE4- 4-BlA2lF312 7" DocuSign Envelope ID:F e3OCg 43 -4884- 104.1 1A21F312C.37 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT Medication Education i s 1 1.14. " II mean the been duly authorized and executed by obligations Identified In AgreementIn compliance with all 1.15. 'Take-back "shall mean,for each required respective Jurisdiction,a l . .3. 's execution,delivery,and ordinance,or other legal requirement Identified performance of this Agreement does not, in Exhibitill not, conflict , 1.16. Medicine" I! mean Instrument,or understandingwhich unwanted medidne,Including t limited Is a party or by which covered drugs,as defined In the respective operating in i . 1.17. if mean any qualifiedram Services. MED-Projectvendor contracted by 3.1. MED-Project,Vendor,and Installation Vendor Vendor obligations under this !I perform allobligations required ldentffled further In Exhibitn or under this Agreement In compliance subcontractors.assignees or I s. 3.2, Program Services are available 2. Representadons and Warrandes. Collection ll In a . . Host herebyrepresents and warrantss Jurisdiction n. followsr 3.3. MED-Project Il: . .1. Host Is currently,and shall remain, in 3. . . If Host requests a lQosk fromMED- compliancell Applicable Laws Project pursuant t • ,and regarding the collection,handling, MED-Prqject approves the I(Iosk request processing, n disposal of Unwanted (which - of unreasonably Medicine; ),within 90 days of the approval have 2.1.2. Host possesses ail requireddelivered enterauthorizations and authority to Into mutually this Agreementn Is Agreement has when the Manager Is present;and been duly authorized . .2. maintenance i Host In complianceII required requested j { andProject r . . . s delivery, and Project if performance of is Agreement does not, MED- and ill not, conflictI Project. Instrument,or understanding i . . MED-Project,through Vendor, Il: Host is a party or by whichIt • .1. Upon KloskInstallation bound. Collection 's receipt of all necessary . . MED-Project hereby represents and warrants authorizations to collect for Itseff,and to the extent applicable,withMedicineII I respect to Vendor,as follows. each I(Iosk with liners; . . . Vendor Is n II remain,In . . . Collect Unwanted Medicine compliance with all Applicable Laws on a regular schedule or upon request by regarding II , handling, I by MED-Project processing,and disposal of Unwanted (whichII not unreasonably Medicine; Y ' . . . all required . . . Transport and dispose, r cause the authorizations h t r Into transportationand disposal of,Unwanted this Agreement and thisMedicine lllaosks; and CONFIDENTIAL&PROPRIETARY Page 2 of 13 DocuSign Envelope ID:F8E30C99-4384-4BB4-9BC4-B1A21F312C37 DocuSign Envelope ID:F B 9 B1A21F312C37 RESTATED AMENDED AND K10SK SERVICES AGREEMENT l C & Disposal 3.4.4. Provide for the transportationand 4.3.1. Make the Manager present for any YJosk disposal of any Unwanted MedicineIn i Installation; laosk before k removal under •3.2• Provide appropriate and adequate space Agreement 3.5.5. for Installation. 3. . ,or Installation Vendor 4.4. Host will not alterlocation,design,or shall: appearance. 3.5.1. Review and inspect Iaosks periodically; 4.5. At each Host Collectionwill: 3.5.2. Respond to,or obtain a response for, . . . Provide qualified Rapid Response Requestsll ,Including from a Manager; Manager, must be trained 3.5.3• Assist Host with Wosk installation; compliance with Applicable 3.5.4. Remove from a Host Collection procedures for Unwanted Medicine Site if a replacement Is scheduled for collection, e, and delivery; under this Agreement; 3.5.5. Remove a KJosk from a Host Collectionqualified Site If this Agreement terminates pursuant 4.5.1 present for any locking or unlocking to Agreement 10.2 or If Program terminate for that Host !ection 4.5.3. Complete pursuantr t§ 10.4;and Project or Applicable Laws require 3.5.6. If Viosk removal pursuant to Agreement laosk delivery,Installation,or removal and 3.5.4 or 3.5.5 causes damage to the for UnwantedMedicine I , Host Collection Site floor, repair such transportation,or disposal; damage to the floor in a good and 4.5.4. Securely maintain any documentation workmanlike nn . required under 3.6. MED-ProjeLt, I of it i Vendor,a Installation Vendor s sha fl solely it r providing all ' Program Services. Host agrees to look solely to 4.5.5. Provide any documentation required Vendor,and Installation Vendor under Agreement4.5.3 for Program for I ; . .6. Make the]Qosk available tD the public ® Ifost ",1 " during sl l is a . . Host shall perform all obligations requiredof It safetV, ' service, maintenance, r under is Agreement In complianceother condition requiring Host to lock the ApplicableKJosk' . . Only HostI In lurisdictJons with •2• Installation Plans may request or obtain Masks under this Vendor,and Vendor of anylQosk-related Agreement To i , service or maintenance concerns , . . . identify a Manager for the Potential . . . Collect and store Unwanted Medicine Host Site r Host CollectionSite u n and disposal and Unwantedof i r Vendor. . . . o Unwantedl I s custody that Potential Host Site or Host Collectionuntil It is shipped II requestSite. This Is j ; I. . . . Allow . . For lOosk del"and installation u Installation Agreement 3.3.1 and 3.5.3,Host will- Program Services; Docu l n Envelope ID:F8E3OC99-43134-4BB4- BC4-d1A21F312C3'7 MPodi Ogn LnWOPe ID:AMENDED AND RESTATED MEG*Pro, F int N 6 7 y6i tSl '1h37s8w3'Y' : KIOSK SERVICES AGREEMENT Medication C n &Ns . .1 , Establish and implement proceduresschedule,hire, or disciplineany other Party's limiting lified staff employee or the employees under Agreement§ .5.1;and Installation Vendor. . .11. Lock the lGosk and cooperate withMED- ProjectI: (1)upon 7. Reportof7heftorDAwrilon. Agreement termination pursuant to 7.1. In the event of any thek unexplainedr Agreement§ 10.2; or(Ii) upon termination diversion of Unwanted Medicine,safety.or of Program Services for that lCosk security problem,or environmentali , pursuant tD Agreement§ 10.4. Including ll y governmental authority, occurring during S. Payinent, perfbnance of this Agreement . . Host shall not be responsibler paying the Program Services or Host Services under this charges of MED-Project, r, or Agreement, Installationfor Program Services. such conditionIl notify the odw Party immediately. 6. Mature of the fn ; / . 7.2. A Party,withInformation about the conditions 6.1. Each Party Is entering Into and will perform the eventsr in will contemplatedactivities I t provide to the other Party any Information solely as n Independent ntity.This about such conditions or events necessary for, Agreement does t create anyallows, relationship , or with Party to meet Its iApplicable Vendor r Installation Vendor, Including but not Laws. limited to the relationship ,joint 7. . At either Party's request,the Parties will agent,or legal representative of the cooperateInvestigate the conditions or obw for any purpose whatsoever. Noneof the eventsIn Agreement§ 7. . Parties II(1) make anyrepresentation would ovate n apparent agency,partnership, 8 Indemnifleatibi) co-emplaymerit, or Joint venture tviationship B.I. To the fullestI law, r with Vendor or Project shall defend,Indemnify,and hold Installation , (li) have the power, harmlessi II Losses expressed or Implied,to obligater bind the the extent arising out of or related to any and other In any manner whatsoever, or(f{I)be aall liabilities, liens, demands, obligations, responsible for any act or omission of the other actions,proceedings, or the Vendor or the InstalWonr any from thirdclaims to the extent arising out employee of the other or of the Vendor orand/or Installationr(except as provided Iand/or Installation Vendor's I breach Agreement§8). Except r s of thisAgreement, or( negligence, power to obligate I or and reddessness,or willful misconducL Installation r Agreement§3, 8.2. Notwithstanding theforegoing-language In neither Party has the power to obligaten . , MED-Project shall not be Vendor or Installation r in any manner liable for Losses under Agreement§&1 to the extentwhatsoever. No employee of Host, MED- Project,Vendor,or Installation Vendor Is or will Host's(a) I breach of this Agreement,or be considered y of anyr Party O negligence, reddessness,or willful r any purpose In connection with the misconduct. performancethis Agreement. No Party to this Agreement s the abilityit I, f 13 DocuSign Envelope ID:F8E30C99-4384-4BB4-9BC4-B1A21F312C37 Docu n Envelope ID:F8E30C99-d3l3"l3B4-9BC4l31AY21F312C37 RESTATEDAMENDED AND KIOSK SERVICES AGREEMENT QJ Medication Disposal ® LIMIftifon OfLiabIlIfy. communicationi , .1. NOTWITHSTANDING ANYTHING IN THIS Installation r, or AGREEMENT TO THE CONTRARY,NEITHER makingIt reasonable t contemplatedPAR1Y SHALL BE UABLE TO THE O`THER FOR activities f ANY INCIDENTAL,CONSEQUENTIAL,INDIRECT, are viewed by DEA as Impermissible violationOR SPECIAL DAMAGES,INCLUDING ECONOMIC of Applicable ,this DAMAGES AND LOST PROFITS,ARISING FROM Agreement shall terminate Immediately. OR RELATING TO ANY BREA1ZH OF THIS . . Compliance with Agreement§§ 3.4.4, AGREEMENT OR TORT,EVEN IF SUCH PARTY 3.5.5 and 3.5.6Il be MED-Project's sole obligationsWAS AWARE OF OR SHOULD HAVE BEEN AWARE financial respect OF THE POSSIBILITY OF THESE DAMAGES. termination of the Agreementu t . . 1 . . if a Plan Is suspended, revoked, or . . The terrn of thisa II discontinued Ina Jurisdiction, commence as of the Effective Date and may,at Its sole discretion,terminate continuein force for a period of two O , Services for Host In ! Following the expiration of that initial term, and providing ) s any subsequent term,the Agreementill obligations MED- automaticallyfor an additional two O Project In Jurisdiction ll terminate eitheryears, unless Party provides the other ) r such notice. Terminationf Party written notice that It is not renewing is Program Services or Host Services under Agreement at l ( )days prior to Agreement10.4 i expiration of the then-current term (collectively, or otherwise affect Program the ® Services or i any r . . IsAgreement terminates Jurisdiction. earlier of- i0.& Compliance withAgreement 10.2.1. Expiration of the Term under Agreement 3.5.5, and 3.5.6 shall be MED-Project%sole .1. financial obligations with respect to any . . . Notice from Host to MED-Projecti t to IMED-Project's breach of i 10.4. (other than a breach of the representations In r n . )unlessgar MED-Project takes Immedire11.1• In the event any provision of this the breach. Agreement shall be Judicially interpreted or held . . . of to be void or otherwise Hosts breach of thisr (other written,such provision shall be deemed to be than a breach of the ons in revised and modified Agreement§ 2. )unless Host takes makeIt legally . In the event that a Immediate the-breach. provision-cannotmade-legally enforceable, . . . Notice from either Party to the other the remainingI l l be Party that i5 Agreement is terminated enforceable I without cause. This Agreement shall unenforceable provisionI terminate )days after such notice. • . . If the representations and warrantiesf f set forth in Agreement§§2.1 or 2.2 cease 12.1. Except as expressly contemplated under continueto rr , or DEA issues this Agreement, Including i limitation the notice,guidance, regulation,or other engagement by MED-Project of a Vendor and DocuSign Envelope ID:F8E30C99-4384-4BB4-9BC4-B1A21F312C37 Doa&%n Fsvmlope ID:F8E3 C99.4384-4BB4-9BC4-BIA21F312C37 RESTATEDAMENDED AND KIOSK SERVICES AGREEMENT tl.E'DaP' C Disposal Installation ,neitherII assign or 15.2. AJI notices In connection with this subcontract any of Its duties or obligationsr Including, i { ,any assignhereunder or I Its rights requests or approvalsin this hereundero n Agreement,shall be sent to the Individual or pennission of the other Party,such consentIndividuals unreasonablytobe , Any assignment, ibehalf of the r subcontracting In violation .Initially, nodoes shall be provided,If to above II be void and Ineffective. Notwithstandingis or any other provision this : (i) II have the Jim Wilson, P.E. right at any time to substitute Vendor or Senior Dlrecbor,Compliance and Risk Installabon Vendor,and (il)each Party may Management transfer or assign thisr n t MED-Project LLC 1Suite 400 South s ! Washington, successorhereunder to its or In connection with Jg�ff1a1rs(cbrned-oEpJgJ,,= any transfer of ownership, merger,or . 1 ( - (833) acquisition Fax: ( 633-1812 13. L 13.1. 3.4.4, 3.5.5, 3.5. ,4.5.4, and If to Host,to, , 1 .3, 11, 1 , 1 , 1 .1, 17, 1 , 1 , 2 , 1, II survive terminationof this Johnny Hernandez Agreement pursuant to Agreement§ 10.2. Supervisor, Evidence Unit City f Federal Way 14. 7hird Patty Beneficlarles. 33325 e Avenue South 14.1. Except as specifically set forth herein, I Way,WA 98003 nothing in this Agreement,express or Implied, )-9bi3nyhff-ndadc&dWf LedaraLwngg. Is Intended or shall be consbued to confer upon or give to any person,entity,company,or 3)835-6790 organization, n : action,any right,remedy, cause of or claim under or by reason f this Agreement or any 16. Complete term r II of whichII be 16.1. This Agreement, alongI , for the sole and exclusive and sets forth the complete agreement MED-ProjecL Parties with respect to the subject matter hereof. No prior or contemporaneous oral or 25.Notice. written agreement or representation shall be .1. All notices to be provided in connection effective to modify the express terms of this Agreement,with this Including,without Agreement HeadingsInserted for lirrittatim,any requests r approvals described the convenientreference In I Agreement,shall be in writing. Notices shall ! Interpret shall be deemed effective: (! delivered by hand to the Party endded to receive notice, modification to this Agreement shall be valid ({l}on the next businessr delivery to a unlessit is made In nationally-recognized express deilvelryens this Agreement,and Is signed by with InstruclJons and payment fbr overnight . delivery, . (111)when sente-mail. 16.2. Notwithstanding . : DocuSign Envelope ID:F8E30C99-4384-4BB4-9BC4-B1A21F312C37 Doaftn Envelolm ID:FOE3OC9943B4-4BB4--gBC4-BlA2lF312C37 aTU AMENDED AND RESTATED ME Dwpr et KIOSKI SERVICES AGREEMENT Medication is l 16.2.1. E II have the right to 19.1. This AgreementIs made and entered change Vendor or Installation Vendor and into In Washington and shall be InteMnated amend Exhibit D at any time at Its a construed in accordance with the laws of discretion upon written noUce to Host. In Washington. such a case, e new entityt becomes 1 „ The Parties submit the Vendor or Installation Vendor will be jurisdiction i responsible under this Agreement for the courts. providedProgram Services Vendor or Installation V or, respectively, 20.Confidentiality and PublidtY. after e date of such change. . . Except as provided In Agreement 20.2, 16.2.2. Jurisdictions n T may shalleach Party beat as confidenti al and not be added to,edited In,or removed each Exhibit and throughmutual written disclosen i , in nt ana oriIndividual instance however,each Pao; !f MED-Project other i rn es I t m pursuant to i i I rKkxft Agreement 10.4, MED-Project has the thisis not now or does not enter right e b Jurisdiction is in , , and T 5 from Exhibit A and B or fault at Its le discretion upon written noticeto Information),or is not already known bV the Host. 16.2.3. Potential Host Sites, Host Collection . . Agreement§20.1 does not apply to and Managers may be added to, disclosures . edited In,or removed iblt C of 20.2.1.Required by Applicable is Agreement, respectively,through the 20.2.2. mutual written consent of anauthorized f an actual or potential law enforcement Individual from each Party. agency Investigation;or . .3.Made to MED4kvject's subcontractors or 14SIgnatures. assignees(including Installation This is legally in iwhen, Vendor) and not I,each Party has received other a counterpart of this Agreementor assist a law melt agency as part representative.try an authorized The Parties of an actual or potential law enforcement may n separate,identical un is agency Investigation. together,document, taken they constitute one , . Each Party shall limit Agreement-The signed counterpart may be Agreement§20.2 to the extient practicable. deliveredany r l ,including . , Neither Party shall use the name,trade name, electronic transmission. marks,trademarks, trade dress,or I&Jury Tha/Waiver. logos of the other Party In , I&I.EACH PARTY 1 B advertising, r r publications,without UNCONDITIONALLY WAIVES ANY RIGHT IT Y s r written consent in HAVE TO A TRIAL BY Y IN ANY LEGAL ACTION i that either Party I ARONG OUT OF OR RELATING TO THIS authorized to use the other , AGREEMENT. tmde name, logo,and contactInformation with regard to publico and 19. OWke of Law and Venue educational efforts taken with CONFIDENTIAL&PROPRIETARY Page 7 of 13 DocuSign Envelope ID: F8E30C99-43B4-4BB4-9BC4-B1A21F312C37 DocuSign Bwellop ID:F 9 B1A21F312C37 Not TU AMENDED AND T MED Pject KI,OSK SERVICES AGREEMENT Med1cation Education &DIS1306al Plan or as required to comply with Applicable 23.E13fecdve Date. Laws.'This provision applies to written and 23.1. The Agreement takes effect June 30, online releases and communications, including I those appearing on a webslte and thiase amordance with Agreement 17. circulated via social media platforms Including, not limited t , Facebook, SIgnature Page Follows Twitter, and link In. 21.AuffiogW. 21.1. Each Individual executing this Agreement Ina representative warrantsrepresents and t he or she Is duly authorizeddiver this Agreement on half of the Party and its employees and that, upon execution,this Agreement shall be binding upon the Party and its employees in accordance withIts terms. 21.2. Each Individual m i n and/or providing n consent under this Agreement represents and warrantsshe Is duly authorizedmake such modifications and/or consents on behalf of the Party and its employees. 22. e1 . . No consent or waiver,express or Implied by a Party,to or of anyor default by the other in the performancet other Party of obligationsr this Agreementshall be deemed or construed to be a consent or waiver to or of any other breach r default in the perforlmance by that other Party f the same or any odw obligation of that Party under this Agreement Failure of a Party to complain of any act or failure r,or to declare the other In default, Irrespective o long that failurecontinues,shall not consfitube a waiver by that Party f tights under this Agreement. i of consent y a Party In any one Instance shalllimit or waive the obtainnecessity to consent In any future Instance. CONFIDENTIAL&PROPRIETARY Docu& n Envelo a 9D:FB 30D 9-43B4-4BB4-9BD4-BlA2lF312 37 Doc n E,n2 0 F E3OC99-43B4-46B4u9604- 1 1F31203" AMENDED AND RESTATED icK10SK SERVICES AGREEMENT 1 o n E MEDMt,.E?j, ,eePiT IN WITNESS WHEREOF,the Parties hereto by their duly authorized representatives Have executed and delivered this Date.Agreement as of the Effective NED-"4wt LLC Cky of Fedwal Way Docuftn by: Jim Wilson, P.E. a y J. Hwang Senior Director, Compliance and Risk Title: Chief of Police Management 12/26/2019 1 12:23 PM PSTDate: Page 9 of 13 DOCU n Envelope ID:FBE30C99-43 w4--4BB4-9BC4-B�IA2lF31 C.37 Dnaa�agn Envelope U FOE3OC994384-4BE4-gBC4-BlAZlF312C37 AMENDED AND RESTATED Tm MED,mPr�o, 5*10'et KIOSK SERVICES AGREEMENT Medication tin Dish l Exhibit A Jurisdictions and Take-bm*Laws long I WA lQng County Board of 1 County, cine Return Regulations 1150.010 et H� Washington Washington Secure Drug Take-Back Act, HB 1047(2018) CONFIDENTIAL f 13 DocuSi n Envebpe!D:F8E3OC99-43B4-4BB4-9BC4-B1A1F31 C37 DocuSign Envelope.ID:F 3O 9 -43 Bks-9i3G4-4i1a lh3124 1 TU AMENDED AND RESTATED "role 't MED P K10SK SERVICES AGREEMENT Mecitcabon Education i l State Laws IN -Washington nQuality Assurance Commission" r nsl IDrug Disposal rguidance ) Washington (available :// of {s/i/ n / , If II I ; Wash. Ann. 173-3W360(3), 173-350-040, I . a CONFIDENTIAL,&PROPRIETARY Page 11 of 13 DocnSl n Envel 'BC��Ya ID:F8F30C99-43B4-4BB4- BC4-BlA2lF312C37 v��,ro' �1 P1v� IU:�"R� �k.M�66tlk�t4«�9�fr- 1R�1Y:i11�+�7 AMENDED AND RESTATED MEGUN, K10SK SERVICES AGREEMENT Medication Educe.tion,&Disposal Exhibit C Potential Host ,Host Collodion Skes,and Managors City of Federal 33325 8't"Avenue South Johnny HernandezNy, ActiveSupervisor, Evidence (253) 5m Way 1 ay,. 6790 Unit MUM CONFIDENTIAL Sk PROPRIETARY Pae 12 of 13 DocuSign Enveloye ID:F8E30C99-4384-4BB4-9BC4-B1A21F312C37 � fav kq.�..9+�FI..VM 4dtifw±'".'"pr»+Ww�W""fi"M1.R4A"9""A.'A.khdM`''�^ti:A'f894&71 J ILWJ! Tm AMENDED AND RES yap T. W ,po�rm" KIOSK SERVICES AGREEMENT MED Medication SSP Exhibit D Installiation Vendor and Vendor Inamilatim'Vendor: rBaftour Beatty Conejuction, LLC 41.5 Ist Ave N.,Seatde, WA 98109 (206)447-7699 _7_w uction, ExecutiveDrive, Indianapolis, CONFIDENTIAL&PROPRIETARY Page 13 of 13 1 RETURN TO. ^`_ ] ov q 6`2 EXT: /„ -�� CITY OF FEDERAL 1WAY `LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: P D ORIGINATING STAFF PERSON: 3431/n11 '�L.iR i` iI f 2 EXT: 679'0 9V 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): l ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE VCONTRACT AMENDMENT (AG O .P I S3 ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL PROJECT NAME: I" \E D r R O, Ci 1 NAME OF CONTRAC 0 • : ' PO &GJ L LC iG St SI ADDRESS: V • I /,0 , • IMEREMIAPTNIVAMMINFAW E- MAIL:4(itjun+ N�Q-�oo�RZ7�a2 SIGNATURE AME: (L' j (KZ/ f� 7P r U1 re A TELEPHON , 77- - F :S7 , 8 TITLE A /Ay 40/ cL'T 1 t z L EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTTHHO,RITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: iirti ` C J COMPLETION DATE: /0 N t 8 TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT /CONTRACT REVIEW OJECT MANAGER DIRECTOR RISK MANAGEMENT (IF APPLICABLE) lit LAW 1. COUNCIL APPROVAL (IF APPLICABLE) NlA INITIAL / DATE REVIEWED F4na62. -/ 3 -/ -c oIZnI (1 COMMITTEE APPROVAL DATE: IN TIAL / DATE APPROVED ©0/i/7 COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG# ❑ SIGNED COPY RETURNED ;OMMENTS: tt-) Lt s r -D c(h-vkvnctt s lts / Icy No t S INITIAL / DATE SIGNED o l rc. 'To AG# 42 �3 A DATE SENT: 7 -11 PACE 'I 9 I n AtAzNAO& &v.isoyi ALSO S cc 1 i .'nt1 DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT This Amended and Restated Kiosk Services Agreement, including as amended, supplemented or otherwise modified from time to time (the "Agreement ") is entered into between MED- Project LLC ( "MED- Project ") and City of Federal Way (Host) (each individually, a "Party," collectively the "Parties "). This Agreement amends and restates in its entirety the Agreement between the Parties dated November 6, 2016, and this Agreement shall be effective from the effective date of this Agreement forward. The November 6, 2016 Agreement was effective and govemed the relationship between the Parties with regard to the subject matter of the November 6, 2016 Agreement from November 6, 2016 through the day before the effective date of this Agreement. The Parties agree that the paragraphs of the November 6, 2016 Agreement identified in Section I 1 of the November 6, 2016 Agreement shall survive the execution of this Agreement. Introductory Statement King County, Washington approved the King County Board of Health Secure Medicine Return Regulations for the disposal of household pharmaceutical products in 2013 (the "Regulations "). Subsequent to approval of the Regulations, thc MED - Project Product Stewardship Plan, which, among other things, provides for the use of kiosks at Host collection sites to collect Unwanted Medicine (defined below) from King County households, was reviewed and approved by King County. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Definitions. The following terms shall have the respective meanings set forth below: 1.1. "Applicable Laws" shall mean all applicable federal, state, and local laws, statutes, ordinances, codes, rules, regulations, orders, decrees or pronouncements of any governmental, administrative or judicial authorities including, but not limited to, the King County Board of Page 1 of 12 MED - Project Medication Education & Disposal Hea h Secure Medicine Return Regulations §§ 11.5 .010 through 11.50.160 (20.13), federal Con oiled Substances Act, 21 U.S.C. §§ 801 el seq. U. S. Drug Enforcement Administration cont oiled substances disposal regulations, 21 C.F. ' . §§ 1300 el seq., U.S. Department of Tra .portation Hazardous Materials Regulations, 49 F.R. Parts 171 -185, Washington State Dep rtment of Health Pharmacy Quality Ass ance Commission Guidance Document: "Sec re and Responsible Drug Disposal Program" (201 ) (available at ht www. doh. wa .g_ov /nortals/I /Documents/Pubs/6 90..9 . ' ' 1), and any amendments or modifications to th se legal requirements. 1.2. "D " shall mean the U.S. Drug Enforcement Adm nistration. 1.3. "Eff. tive Date" shall mean the date defined in Secti n 20 of this Agreement. 1.4. "Em gency Requests" shall mean requests for Servi es in Section 3.2 of this Agreement in respo se to any events, situations, activities or circu stances that pose a risk or potential risk of harm •r injury to property or persons. 1.5. "Inst. lation Vendor" shall mean the qualified vends contracted by MED - Project and identified fw h in Exhibit E, including any installation vend . substituted by MED- Project for the initial Instal tion Vendor. 1.6. "Kio s" shall mean DEA- compliant receptacles used .r the collection of "Unwanted Medicine" (as defin; ' below) provided by MED - Project and ids iii ied in Exhibit A. 1.7. "Host shall mean City of Federal Way, 33325 8`1' Aven e South, Federal Way, WA 98003. 1.8. "Host ollection Site" shall mean the site(s) listed in Exhib B. 1.9. "Loss s" shall mean any costs, expenses, damages or di inution of value. 1.10. "Man•,er" shall mean thc individual(s) identified in Exhib C. 1.11. "Plan' shall mean the approved MED- Project Produ t Stewardship Plan. 1.12. "Servi es" shall mean the obligations identified in Sectio s 3.2 and 3.3 of this Agreement. DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT 1.13. "Termination Date" shall mean the date this Agreement terminates pursuant to Sections 8.1.1 through 8.1.5 of this Agreement. 1.14. "Vendor" shall mean the qualified vendor contracted by MED- Project and identified further in Exhibit D, including any vendor substituted by MED- Project for thc initial Vendor. 1.15. "Unwanted Medicine" shall have the same meaning as "Unwanted Medicine" under Section VI of the Plan. 2. Representations and Warranties. 2.1. Host hereby represents and warrants as follows: 2.1.1. Host is currently, and shall remain, in compliance with all Applicable Laws regarding the collection, handling, processing and disposal of Unwanted Medicine. 2.1.2. Host possesses all required authorizations and authority to enter into this Agreement and this Agreement has been duly authorized and executed by Host in compliance with all required authorizations. 2.1.3. Host's execution, delivery, and performance of this Agreement does not, and will not, conflict with any agreement, instrument or understanding to which Host is a party or by which it may be bound. 2.2. MED- Project hereby represents and warrants for itself, and to the extent applicable, with respect to Vendor, as follows: 2.2.1. Vendor is currently, and shall remain, in compliance with all Applicable Laws regarding the collection, handling, processing, and disposal of Unwanted Medicine. 2.2.2. MED - Project possesses all required authorizations and authority to enter into this Agreement and this Agreement has been duly authorized and executed by MED - Project in compliance with all required authorizations. 2.2.3. MED- Project's execution, delivery, and performance of this Agreement does not, and will not, conflict with any agreement, instrument or understanding to which MED - Project is a party or by which it may be bound. MELD - Project edication Education & Disposal 3. Services. 3.1. Hos MED- Project, Vendor, and Installation Vcn or shall perform all obligations required of the under this Agreement in compliance with App cable Laws. 3.2. MR t - Project, through the Vendor, shall: 3.2 '. If the Manager requests a Kiosk from MED - Project, and MED - Project approves the Kiosk request (which MED- Project shall not unreasonably deny), within 180 days of the approval deliver a Kiosk to Host at a time mutually agreed to by both Parties and when thc Manager is present; 3.2.2. Review and inspect the Kiosk when Vendor collects Unwanted Medicine from the Kiosk; 3.2.3 Perform maintenance of the Kiosk if requested by the Manager and MED - Project approves the request (which MED- Project shall not unreasonably deny) or if deemed necessary by Vendor or MED - Project; 3.2 1 Supply each Kiosk with liners; liners must meet the requirements of Applicable Laws, including, but not limited to, 21 C.F.R. §§ 1300 et seq.; 3.2.5 Provide Host with a regular schedule for the collection of Unwanted Medicine from Kiosk(s) and notify the Manager in advance of any changes to this schedule; 3.2 6 Collect Unwanted Medicine in accordance with the schedule identified in Section 3.2.5 of this Agreement or upon request by the Manager and approval by MED- Project (which MED - Project shall not unreasonably deny); 3.2.7 Respond to Emergency Requests from Host; 3.2.8 Transport and dispose or cause the transportation and destruction of Unwanted Medicine collected from Kiosk(s) in accordance with all Applicable Laws. 3.3. ME I - Project, through the Installation Vendor, shall: 3.3.1 Assist Host with installation of the Kiosk if: (1) requested to do so by the Manager; (2) Host Collection Site provides appropriate and adequate space for installation of the Kiosk; and (3) the Manager is present at the Host Collection Site at the time of Kiosk installation. Page 2 of 12 DocuSign Envelope ID: 346D96E1- 9994 -4CE7- 8065- 62D1EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT 3.3.2. Remove Kiosk(s) from the Host Collection Site if a replacement Kiosk(s) is scheduled for delivery; 3.3.3. Remove Kiosk(s) from the Host Collection Site if this Agreement terminates pursuant to Section 8 of this Agreement; 3.4. MED- Project, through the Vendor and Installation Vendor, shall be solely responsible for providing all Services in Sections 3.2 and 3.3 of this Agreement, respectively. Host agrees to look solely to Vendor and Installation Vendor for such Services. MED - Project shall have the right on 30 days' notice to the Manager to change the Vendor or Installation Vendor. In such a case, the new entity that becomes the Vendor or Installation Vendor will be responsible under this Agreement for Services required of Vendor or Installation Vendor, respectively, from and after the date of such change. 3.5. Host shall allow MED- Project, through its Vendor and Installation Vendor, to provide the Services in Sections 3.2 and 3.3 of this Agreement, respectively, at Host Collection Site and shall cooperate with MED- Project and its Vendor and Installation Vendor in the provision of these Services. Such cooperation includes, but is not limited to: 3.5.1. Identifying a Manager at Host Collection Site; 3.5.2. Requesting Kiosk(s) from MED - Project within 30 days of the Effective Date and if a Kiosk becomes damaged or malfunctions and cannot be repaired by Vendor; 3.5.3. Providing appropriate and adequate space for the installation of Kiosk(s) in compliance with Applicable Laws and making the Manager present at Host Collection Site at the time of Kiosk installation; 3.5.4. Notifying MED - Project and Vendor of any Kiosk maintenance concerns or needs, including, but not limited to, any damage to or malfunction of a Kiosk; 3.5.5. Notifying MED- Project and Vendor if a Kiosk is full, and; 3.5.6. Labeling Kiosk(s) with the signage provided by MED- Project and identified in Plan Appendix F. Host shall not alter the design or appearance of Kiosk(s). MED - Project Medication Education Disposal 3.5.7 Storing Unwanted Medicine in accordance with all Applicable Laws. 4. Paymeri 4.1. Hos shall not be responsible for paying the charges of ndor or Installation Vendor for the Services Ven or or Installation Vendor render under Sec ons 3.2 and 3.3 of this Agreement, res . ctively. 5. Nature o 5.1. Eac acti an . crea wit not ven for (i) apt join wit pow othe man act � Inst oft em lnst . emp con No cont emp Ven 6. Report o 6.1. In Mu . loci any pe-f bec noti • Page 3 of 12 he Relationship. Party is entering into and will perform the ities contemplated by this Agreement solely as dependent entity. This Agreement does not any other relationship between the Parties, or Vendor or Installation Vendor, including but mited to the relationship of partners, joint res, or agent or legal representative of the other y purpose whatsoever. None of the Parties will ake any representation that would create an ent agency, partnership, co- employment or venture relationship with any other Party or Vendor or Installation Vendor, (ii) have the r, expressed or implied, to obligate or bind the or the Vendor or Installation Vendor in any er whatsoever, or (iii) be responsible for any omission of the other or the Vendor or the Ilation Vendor or any employee of the other or Vendor or of the Installation Vendor. No oyee of Host, MED- Project, Vendor or the Ilation Vendor is or will be considered an oyec of any other Party for any purpose in ction with the performance of this Agreement. arty to this Agreement has the ability to direct, ol, schedule, hire or discipline any other Party's oyes or the employees of Vendor or Installation or. heft or Diversion. event of any theft or diversion of Unwanted eine collected at a Kiosk, or environmental ent, including spills and releases reported to overnmcntal authority, occurring during rmance of this Agreement, the Party that es aware of such condition or event shall the other Party immediately. DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT 6.2. A Party with information about the conditions or events referenced in Section 6.1 of this Agreement will provide to the other Party any information about such conditions or events necessary for, and on a timeframe that allows, that other Party to meet its obligations under Applicable Laws. 7. Indemnification. 7.1. To the fullest extent permitted by law, MED- Project shall defend, indemnify, and hold harmless Host from and against all Losses to the extent arising out of or related to any and all third party claims, liabilities, liens, demands, obligations, actions, proceedings, suits or causes of action to the extent arising out of or related to MED- Project's and/or Vendor and/or Installation Vendor's (a) breach of this Agreement, or (b) sole negligence, recklessness, or willful misconduct. 7.2. Notwithstanding the foregoing language in Section 7.1, MED- Project shall not be liable for Losses under Section 7.1 to the extent such Losses arise out of or relate to Host's (a) breach of this Agreement, or (b) sole negligence, recklessness, or willful misconduct. 8. Term, Termination. 8.1. The term of this Agreement shall commence as of the Effective Date and shall continue in force until: 8.1.1. Notice from Host to MED- Project of MED - Project's breach of this Agreement. This Agreement shall terminate immediately upon such notice if MED- Project does not take immediate steps to cure the breach. 8.1.2. Notice from MED- Project to Host of Host's breach of this Agreement. This Agreement shall terminate immediately upon such notice if Host does not take immediate steps to cure the breach. 8.1.3. Notice from either Party to the other Party that this Agreement is terminated without cause. This Agreement shall terminate seven days after such notice. 8.1.4. If the representations and warranties set forth in Section 2.1 or 2.2 cease to continue to be correct, or DEA issues a notice, guidance, regulation or othcr communication applicable MED- Project edication Education & Disposal to Host, Vendor, Installation Vendor, or MED - Project making it reasonable to conclude that activities contemplated by this Agreement are viewed by DEA as impermissible or a violation of Applicable Laws, this Agreement shall terminate immediately. 8.1..; Two years from the Effective Date, unless the Termination Date is extended pursuant to Section 14 of this Agreement. 8.2. Co .liance with Section 3.3.3 of this Agreement shat be MED - Project's sole financial obligation with respect to any termination of the Agreement. 9. Severabdt 9.1. In t judi uric dec nec' that the en fo prov 10. Assignme 10.1. Exc Ak: any this expr cons ass: of h Nct Agr any VFn� of s assi right any event any provision of this Agreement shall be ally interpreted or held to be void or otherwise orccable as written, such provision shall be ed to be revised and modified to the extent sary to make it legally enforceable. In the event provision cannot be made legally enforceable, maining terms of this Agreement shall be ccable as though the void or unenforceable sion did not exist. t/Subcontracting. .t as expressly contemplated under this mcnt, neither Party shall assign or subcontract f its duties or obligations hereunder or assign greement or its rights hereunder without the ss written permission of the other Party, such nt not to be unreasonably withheld. Any ment, delegation or subcontracting in violation above shall be void and ineffective. ithstanding this or any other provision of this ment: (i) MED - Project shall have the right at me to substitute Vendors or Installation ors by providing the Manager 30 days' notice h change, and (ii) Each Party may transfer or this Agreement and that Party's respective and obligations hereunder in connection with ansfer of ownership, merger, or acquisition. 11. Survival. 11.1. The bligations set forth in Sections 5, 7, 8.2, and 17 shall urvive termination of this Agreement. Page 4 of 12 DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT 12. Third Party Beneficiaries. 12.1. Except as specifically set forth herein, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person, entity, company or organization, other than Host or MED- Project, any right, remedy, cause of action or claim under or by reason of this Agreement or any term or provision hereof, all of which shall be for the sole and exclusive benefit of Host and MED - Project. 13. Notice. 13.1. All notices to be provided in connection with this Agreement, including "requests" in sections 3.2.1, 3.2.3, 3.2.6, 3.3.1, and 3.5.2 of this Agreement, shall be in writing. Notices shall be deemed effective (i) when delivered by hand to the Party entitled to receive notice, (ii) on the next business day after delivery to a nationally - recognized express delivery service with instructions and payment for overnight delivery, or (iii) upon confirmation of receipt when sent by e-mail. 13.2. All notices in connection with this Agreement shall be sent to the individual or individuals that each Party designates to receive such correspondence on behalf of the Party. Initially, notices shall be provided, if to MED - Project, to: Dr. Victoria Travis, PharmD, MBA National Program Director MED- Project LLC 4096 Piedmont Ave Unit 544 Oakland, CA 94611 kingcounty@med- project.org Phone: (844) 6- PROJECT Fax: (510) 686-8837 and if to Host, to: Johnny Hernandez Supervisor, Evidence Unit City of Federal Way 33325 8th Avenue South Federal Way, WA 98003 johnny.hernandez@cityoffederalway.com Phone: (253) 835 -6790 Fax: (253) 261 -4922 14. Complete 14.1. This the the cont. rel exvr bee Parti the mod it is ame repr 14.2. Not Coll or re Agr cons 14.3. Not subs D an Man MED - Project edication Education Disposal greement, Headings, Modification. greement, along with its Exhibits, sets forth mplete agreement of the Parties with respect to bject matter hereof. No prior or mporaneous oral or written agreement or • .entation shall be effective to modify the ss terms of this Agreement. Headings have nserted for the convenient reference of the s and shall not be used to modify or interpret press terms of the Agreement. No 'cation to this Agreement shall be valid unless ade in writing, specifically states that it ds this Agreement, and is signed by authorized entatives of both Parties. ithstanding Scction 14.1, Kiosk(s), Host ction Site(s), and Manager(s) may be added to oved from Exhibits A, 13, and C of this ment, respectively, through the mutual written nt of an authorized individual from each Party. ithstanding Section 14.1, MED- Project may tute Vendor or Installation Vendor in Exhibit E, respectively, after 30 days' notice to the ger. 15. Signori r 15.I.Th until coin auth sepa takc sign reas 16. Jurisdictio 16.I.This Was cons W s excl feder s. greement is legally binding when, and not each Party has received from the other a rpart of this Agreement signed by an .zed representative. The Parties may sign te, identical counterparts of this document; together, they constitute one Agreement. The counterpart may be delivered by any able means, including electronic transmission. and Venue. greement is made and entered into in ngton State and shall be interpreted and ued in accordance with the laws of ngton State. The Parties submit to the ive jurisdiction of the Washington State and I courts. 17. Publicity t 'sclosure. 17.1. (Jule , required by law, neither Party may disclose the t us or subject matter of this Agreement to any third arty, without the prior written consent of the Page 5 of 12 DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT other Party, except that MED- Project or Host may provide this Agreement to the King County Local Hazardous Waste Management Program and/or King County Prosecuting Attorney, Vendor, and Installation Vendor. 17.2. Neither Party shall use the name, trade name, service marks, trademarks, trade dress or logos of the other Party in releases, advertising or any other publications, without such Party's prior written consent in each instance; except that either Party is authorized to use the other Party's name, trade name and logo with regard to public outreach and educational efforts taken with regard to the Plan. This provision applies to written and online releases and communications, including those appearing on a website and those circulated via social media platforms including, but not limited to, Facebook, Twitter, and Linkedln. 18. Authority. 18.1. Each individual executing this Agreement in a representative capacity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the Party and its employees and that upon execution, this Agreement shall be binding upon the Party and its employees in accordance with its terms. 18.2. Each individual amending and/or providing written consent under this Agreement represents and warrants that he or she is duly authorized to make such amendments and /or consents on behalf of the Party and its employees. 19. Waiver. 19.1. No consent or waiver, express or implied by a Party, to or of any breach or default by the other in the performance by that other Party of obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by that other Party of the same or any other obligation of that Party under this Agreement. Failure of a Party to complain of any act or failure to act of the other, or to declare the other in default, irrespective of how long that failure continues, shall not constitute a waiver by that Party of ri con, or in a 20. Effective 20.1. The sign this Pagc 6 of 12 e�MED- Project Education Disposal hts under this Agreement. The giving of nt by a Party in any one instance shall not limit ive the necessity to obtain that Party's consent future instance. ate grecment shall be effective on the last date d by a Party in accordance with Section 15 of greement. DocuSign Envelope ID: 346D96E1- 9994 -4CE7- 8085 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT MED Education it Moos& IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives ave executed and delivered this Agreement as of the Effective Date. City of Federal Way MED- Project LLC ,\ Name: - l4+rdy �t. Title: Chief of Police ^1a-Neel C.VNW'4% Date: 6 .41). 1-I Date: ned y: By: • 7: n Name: Dr. Victoria avis, PharmD, MBA Title: National Prog ,m Director 6/30/201 Page 7 of 12 DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT Exhibit A ME r� EdticstlOfl DisposiO Kiosk(s) Approved for Inclusion in the MED- Project Prot uct Stewardship Plan R�Rr�•'bi(Y 0.,V MED - Project Kiosk a oCity of Federal Way City Hall Police Lobby 33325 8th Avenue South Federal Way, WA 98003 Page 8 of 12 DocuSign Envelope ID: 346D96E1- 9994 -4CE7- 8085 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT Exhibit B Host Collection Site(s) M ED- Pir�c� Medication EduCe�ffort Disposal City Hall Police Lobby City of Federal Way 3332 i 8th Avenue South Fedenil Way, WA 98003 Pagc 9 of 12 DocuSign Envelope ID: 346D96E1- 9994 -4CE7- 8085 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT Exhibit C Manager(s) MED MOfi 6dti�tlOr1 t31 Johnny Hernandez City of Federal Way 33325 8i° Avenue South Federal Way, WA 98003 City of Federal Way City Hall Police Lobby 33325 8'h Avenue South Federal Way, WA 98003 (253) 835 -6 r90 johnny.hernandez@cityoffederalway.com Michelle Dahl City of Federal Way 33325 8ih Avenue South Federal Way, WA 98003 City of Federal Way City Hall Police Lobby 33325 8th Avenue South Federal Way, WA 98003 (253) 835 -6 r90 michelle.dahl@cityoffederalway.com Page 10 of 12 DocuSign Envelope ID: 346D96E1- 9994- 4CE7- 80B5 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT MED t t Exhibit D Notice and Contact Data for VendJr Stericycle Specialty Waste Solutions, Inc. Address: 2850 100th Court NE, Blaine, MN 55449 Phone: (612) 285-9865 Pagc 11 of 12 DocuSign Envelope ID: 346D96E1- 9994 -4CE7- 8085 -62D1 EAC324C9 AMENDED AND RESTATED KIOSK SERVICES AGREEMENT Exhibit E NED- Project edication Education & Disposal Notice and Contact Data for Installation Vendor Balfour Beatty Construction, LLC Address: 415 1st Ave N, Seattle, WA 98109 Phone: (206) 447 -7699 Page 12 of 12 J I RETURN TOJ okihhH CITY OF FEDE EXT: 4&1 L WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Q� 2. ORIGINATING STAFF PERSON: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ONTRACT AMENDMENT (AG #): ❑ OTHER 5. PROJECT NAME: ` 1,� l 6. NAME OF CONTRACTOR: YA-u1 r` V Q�ci-b , t/ ADDRESS: E -MAIL: eI &gee prv,.e •p►ZL. SIGNATURE N ME: a ?2,3. DATE REQ. BY: - l tdru-vx t-1,13k T ±LEPHONE . - . 7 a 8 FAX: 5/0 & .- Rd'3 TITLE Raar?F?'j U /fe!/z r 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 9. TOTAL COMPENSATION $ (IF CALCULATED ON HOURLY LA�i REIMBURSABLE EXPENSE: ❑ YES IS SALES TAX OWED ❑ YES RETAINAGE: RETAINAGE AMOUNT: o=1 /c9 / /(o. COMPLETION DATE: /0/3/// g (INCLUDE EXPENSES AND SALES TAX, IF ANY) CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: N. //r 10. OCUMENT /CONTRACT REVIEW PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) It LAW 11. COUNCIL APPROVAL (IF APPLICABLE) icenetva_intAL / DATE REVIEWED psa, X01(2- INITIAL / DATE A ' PR • VED % i 't "t u5u4;L *k L _11,, At�jq COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED \CDM_MENTS: ✓,444 wk-1 414.4 f‘Q- $ eeV , eA,rh e- 002.:E Arc r{ I- KIOSK SERVICES AGREEMENT This Kiosk Services Agreement, including as amended, supplemented or otherwise modified from time to time (the "Agreement ") is entered into between the King County MED - Project LLC ( "MED - Project") and City of Federal Way (each individually, a "Party," collectively the "Parties "). Introductory Statement King County, Washington approved the King County Board of Health Secure Medicine Return Regulations for the disposal of household pharmaceutical products in 2013 (the "Regulations "). Subsequent to approval of the Regulations, the MED- Project Product Stewardship Plan, which, among other things, provides for the use of kiosks at LEA collection sites to collect Unwanted Medicine (defined below) from King County households, was reviewed and approved by King County. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Definitions. The following terms shall have the respective meanings set forth below: 1.1. "Applicable Laws" shall mean all applicable federal, state, county, and local laws, statutes, ordinances, codes, rules, regulations, orders, decrees, guidance or pronouncements of any governmental, administrative or judicial authorities including, but not limited to, the King County Board of Health Secure Medicine Return Regulations §§ 11.50.010 through 11.50.160 (2013), federal Controlled Substances Act, 21 U.S.C. §§ 801 et seq., U. S. Drug Enforcement Administration controlled substances disposal regulations, 21 C.F.R. §§ 1300 et seq., Washington State Department of Health Pharmacy Quality Assurance Commission Guidance Document: "Secure and Responsible Drug Disposal Program" (2016) (available at http://www.doh.wa.gov/portals/l/Documents/Pubs/6 90294.pdf), and any amendments or modifications to these legal requirements. 1.2. "DEA" shall mean the U.S. Drug Enforcement Administration. Page 1 County WO-Project Medication Education & Disposal 1.3. "Effective Date" shall mean the date defined in Section 20 of this Agreement. 1.4. "Emergency Requests" shall mean requests for Services in Section 3.2 of this Agreement in response to any events, situations, activities or circumstances that pose a risk or potential risk of harm or injury to property or persons. 1.5. "Kiosk(s)" shall mean DEA- compliant receptacles used for the collection of Unwanted Medicine (as defined below) provided by MED- Project or LEA and identified in Exhibit A. 1.6. "LEA" shall mean City of Federal Way, 33325 8th Ave South, Federal Way, WA 98003 1.7. "LEA Collection Site" shall mean the site(s) listed in Exhibit B. 1.8. "Losses" shall mean any costs, expenses, damages or diminution of value. 1.9. "Manager" shall mean the individual(s) identified in Exhibit C. 1.10. "Plan" shall mean the approved MED- Project Product Stewardship Plan. 1.11. "Services" shall mean the obligations identified in Section 3.2 of this Agreement. 1.12. "Service Technicians" shall mean the employees designated by Vendor to perform the obligations of Service Technicians in the Standard Operating Procedures, provided as Exhibit D. 1.13. "Termination Date" shall mean the date this Agreement terminates pursuant to Sections 8.1.1 through 8.1.5 of this Agreement. 1.14. "Vendor" shall mean the qualified vendor contracted by MED- Project and identified further in Exhibit E, including any vendor substituted by MED- Project for the initial Vendor. 1.15. "Unwanted Medicine" shall have the same meaning as "Unwanted Medicine" under Section VI of the Plan. 2. Representations and Warranties. 2.1. LEA hereby represents and warrants as follows: 2.1.1. LEA possesses all required permits, licenses and qualifications required under Applicable Laws (i) to collect, handle, process and dispose of Unwanted Medicine pursuant to the terms of this Agreement, and (ii) to collect Unwanted Medicine in such manner as may be required KIOSK SERVICES AGREEMENT by Applicable Laws and the terms of this Agreement. LEA is currently, and shall remain, in compliance with all such permits, licenses and qualifications. 2.1.2. LEA possesses all required authorizations and governmental authority to enter into this Agreement and this Agreement has been duly authorized and executed by LEA in compliance with all required governmental authorizations. 2.1.3. LEA's execution, delivery, and performance of this Agreement does not, and will not, conflict with any agreement, instrument or understanding to which LEA is a party or by which it may be bound. 2.2. MED- Project hereby represents and warrants for itself, and to the extent applicable, with respect to Vendor, as follows: 2.2.1. Vendor possesses all required permits, licenses and qualifications required under Applicable Laws to collect, handle, process and dispose of Unwanted Medicine. Vendor is currently, and shall remain, in compliance with all such permits, licenses and qualifications. 2.2.2. MED- Project possesses all required authorizations and corporate authority to enter into this Agreement and this Agreement has been duly authorized and executed by MED - Project in compliance with all required corporate authorizations. 2.2.3. MED- Project's execution, delivery, and performance of this Agreement does not, and will not, conflict with any agreement, instrument or understanding to which MED - Project is a party or by which it may be bound. 3. Services. 3.1. LEA, Vendor, and MED- Project shall perform all obligations required of them under this Agreement in compliance with Applicable Laws. 3.2. MED- Project, through the Vendor, shall: 3.2.1. If the Manager requests a Kiosk from MED - Project, and MED- Project approves the Kiosk request, within 120 days of the approval deliver a Kiosk to LEA at a time mutually agreed to by both Parties and when the Manager is present; Page 2 K Caurity IAlID dicaUon Education & Disposal 3.2.2. Assist LEA with installation of the Kiosk if: (1) requested to do so by the Manager; (2) LEA Collection Site provides adequate space for installation of the Kiosk; and (3) the Manager is present at LEA Collection Site at the time of Kiosk installation. 3.2.3. Review and inspect the Kiosk when Vendor collects Unwanted Medicine from the Kiosk; 3.2.4. Perform maintenance of the Kiosk if requested by the Manager or deemed necessary by Vendor or MED- Project; 3.2.5. Remove Kiosk(s) delivered pursuant to Section 3.2.1 of this Agreement from LEA Collection Site if a replacement Kiosk is scheduled for delivery pursuant to Section 3.2.1 of this Agreement; 3.2.6. Remove Kiosk(s) delivered pursuant to Section 3.2.1 of this Agreement from LEA Collection Site if this Agreement terminates pursuant to Section 8 of this Agreement; 3.2.7. Supply each Kiosk with liners in accordance with the Standard Operating Procedures provided in Exhibit D; liners must meet the requirements of Applicable Laws, including, but not limited to, 21 C.F.R. §§ 1300 et seq.; 3.2.8. Provide LEA with a regular schedule for the collection of Unwanted Medicine from Kiosk(s) and notify the Manager in advance of any changes to this schedule; 3.2.9. Collect Unwanted Medicine in accordance with the schedule identified in Section 3.2.8 of this Agreement or upon request by the Manager and approval by MED- Project; 3.2.10. Conduct collection under Section 3.2.9 of this Agreement in accordance with the Standard Operating Procedures provided in Exhibit D; 3.2.11. Respond to Emergency Requests from LEA; 3.2.12. Transport and dispose of Unwanted Medicine collected from Kiosk(s) in accordance with all Applicable Laws and the Plan. 3.3. Vendor shall be solely responsible for providing all such Services in Section 3.2. LEA agrees to look solely to Vendor for such Services. MED- Project shall have the right on 30 days' prior notice to the Manager to change the Vendor. In such a case, the KIOSK SERVICES AGREEMENT new entity that becomes the Vendor will be responsible under this Agreement for Services required of Vendor from and after the date of such change. 3.4. LEA shall allow MED- Project, through its Vendor, to provide the Services in Section 3.2 of this Agreement at LEA Collection Site and shall cooperate with MED- Project and its Vendor in the provision of these Services. Such cooperation includes, but is not limited to: 3.4.1. Identifying a Manager at LEA Collection Site; 3.4.2. Requesting Kiosk(s) from MED- Project, if necessary, within 30 days of the Effective Date and if a Kiosk delivered pursuant to Section 3.2.1 of this Agreement becomes damaged or malfunctions and cannot be repaired by Vendor; 3.4.3. Providing adequate space for the installation of Kiosk(s) in compliance with Applicable Laws and making the Manager present at LEA Collection Site at the time of Kiosk installation; 3.4.4. Notifying Vendor of any Kiosk maintenance concerns or needs, including, but not limited to, any damage to or malfunction of a Kiosk; 3.4.5. Notifying Vendor if a Kiosk is full; 3.4.6. Ensuring LEA employees, including the Manager, perform all of their obligations in the Standard Operating Procedures provided as Exhibit D (including when collection is performed pursuant to Emergency Requests), and; 3.4.7. Labeling Kiosk(s) with the signage provided by MED- Project and identified in Plan Appendix F. 4. Payment. 4.1. LEA shall not be responsible for paying the charges of Vendor for the Services Vendor renders under Section 3.2 of this Agreement. 5. Nature of the Relationship. 5.1. Each Party is entering into and will perform the activities contemplated by this Agreement solely as an independent entity. This Agreement does not create any other relationship between the Parties, or with Vendor, including but not limited to the Page 3 Kin Co MED-Project Medication Education & Disposal relationship of partners, joint venturers, or agent or legal representative of the other for any purpose whatsoever. Neither Parties will (i) make any representation that would create an apparent agency, partnership or joint venture relationship with the other Party or with Vendor, (ii) have the power, expressed or implied, to obligate or bind the other or the Vendor in any manner whatsoever, or (iii) be responsible for any act or omission of the other or the Vendor or any employee of the other or of the Vendor. No employee of LEA, MED- Project or the Vendor is or will be considered an employee of the other Party or the Vendor for any purpose in connection with the performance of this Agreement. 6. Report of Theft or Diversion. 6.1. In the event of any theft or diversion of Unwanted Medicine collected at a Kiosk, or environmental incident, including spills and releases reported to any governmental authority, occurring during performance of this Agreement, the Party that becomes aware of such condition or event shall notify the other Party immediately. 7. Indemnification. 7.1. To the fullest extent permitted by law, MED- Project shall defend, indemnify, and hold harmless LEA from and against all Losses to the extent arising out of or related to any and all third party claims, liabilities, liens, demands, obligations, actions, proceedings, suits or causes of action to the extent arising out of or related to MED- Project's (a) breach of this Agreement, or (b) sole negligence, recklessness or willful misconduct. 7.2. Notwithstanding the foregoing language in Section 7.1, MED- Project shall not be liable for Losses under Section 7.1 to the extent such Losses arise out of or related to LEA's (a) breach of this Agreement, or (b) sole negligence, recklessness, or willful misconduct. 8. Term, Termination. 8.1. The term of this Agreement shall commence as of the Effective Date and shall continue in force until: 8.1.1. Notice from LEA to MED- Project of MED - Project's breach of this Agreement. This KIOSK SERVICES AGREEMENT Agreement shall terminate immediately upon such notice. 8.1.2. Notice from MED- Project to LEA of LEA's breach of this Agreement. This Agreement shall terminate immediately upon such notice. 8.1.3. Notice from either Party to the other Party that this Agreement is terminated without cause. This Agreement shall terminate seven days after such notice. 8.1.4. If the representations and warranties set forth in Section 2.1 or 2.2 cease to continue to be correct, or DEA issues a notice, guidance, regulation or other communication applicable to LEA, Vendor or MED- Project making it reasonable to conclude that activities contemplated by this Agreement are viewed by DEA as impermissible or a violation of Applicable Laws, this Agreement shall terminate immediately. 8.1.5. Two years from the Effective Date, unless the Termination Date is extended pursuant to Section 14 of this Agreement. 8.2. Compliance with Section 3.2.6 of this Agreement shall be MED- Project's sole financial obligation with respect to any termination of the Agreement. 9. Severability. 9.1. In the event any provision of this Agreement shall be judicially interpreted or held to be void or otherwise unenforceable as written, such provision shall be deemed to be revised and modified to the extent necessary to make it legally enforceable. In the event that a provision cannot be made legally enforceable, the remaining terms of this Agreement shall be enforceable as though the void or unenforceable provision did not exist. 10. Assignment/Subcontracting. 10.1. Except as expressly contemplated under this Agreement, neither Party shall assign or subcontract any of its duties or obligations hereunder or assign this Agreement or its rights hereunder without the express written permission of the other Party, such consent not to be unreasonably withheld. Any assignment, delegation or subcontracting in violation of the above shall be void and ineffective. Notwithstanding this or any other provision of this Page 4 Coun MED» Project Medication Education & Disposal Agreement, MED- Project shall have the right at any time to substitute Vendors by notifying LEA in writing of such change. 11. Survival 11.1. The obligations set forth in Sections 5, 7, 8.2, and 17 shall survive termination of this Agreement. 12. Third Party Beneficiaries. 12.1. Except as specifically set forth herein, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon or give to any person, entity, company or organization, other than LEA or MED- Project, any right, remedy, cause of action or claim under or by reason of this Agreement or any term or provision hereof, all of which shall be for the sole and exclusive benefit of LEA and MED- Project. 13. Notice. 13.1. All notices to be provided in connection with this Agreement, including "requests" in sections 3.2.1, 3.2.2, 3.2.4, 3.2.9, and 3.4.2 of this Agreement, shall be in writing. Notices shall be deemed effective (i) when delivered by hand to the Party entitled to receive notice, (ii) on the next business day after delivery to a nationally- recognized express delivery service with instructions and payment for overnight delivery, or (iii) upon confirmation of receipt when sent by e -mail. 13.2. All notices in connection with this Agreement shall be sent to the individual or individuals that each Party designates to receive such correspondence on behalf of the Party. Initially, notices shall be provided, if to MED- Project, to: Victoria Travis, PharmD, MBA Program Director King County MED- Project LLC 4096 Piedmont Ave Unit 544 Oakland, CA 94611 kingcounty@med-project.org Phone: (844) 6- PROJECT Fax: (510) 686 -8837 KIOSK SERVICES AGREEMENT and if to LEA, to: Johnny Hernandez Email: Johnny.Hernandez@cityoffederalway.com Phone: 253- 835 -6790 Mobile: 253 -261 -4922 Supervisor, Evidence Unit Michelle Dahl, Evidence Technician Email: Michelle.Dahl@cityoffederalway.com Phone: 253- 835 -6790 Mobile: 253- 329 -4284 33325 8th Ave South Federal Way, WA 98003 14. Complete Agreement, Headings, Modification. 14.1. This Agreement, along with its Exhibits, sets forth the complete agreement of the Parties with respect to the subject matter hereof. No prior or contemporaneous oral or written agreement or representation shall be effective to modify the express terms of this Agreement. Headings have been inserted for the convenient reference of the Parties and shall not be used to modify or interpret the express terms of the Agreement. No modification to this Agreement shall be valid unless it is made in writing, specifically states that it amends this Agreement, and is signed by authorized representatives of both Parties. 15. Signatures. 15.1. This Agreement is legally binding when, and not until, each Party has received from the other a counterpart of this Agreement signed by an authorized representative. The Parties may sign separate, identical counterparts of this document; taken together, they constitute one Agreement. The signed counterpart may be delivered by any reasonable means, including electronic transmission. M Jurisdiction and Venue. 16.1. This Agreement is made and entered into in Washington state and shall be interpreted and construed in accordance with the laws of Washington state. The Parties submit to the exclusive jurisdiction of the Washington state and federal courts. Page 5 King County D- Projeet Medication Education & Disposal 17. Publicity/Disclosure. 17.1. Unless required by law, neither Party may disclose the terms or subject matter of this Agreement to any third party, without the prior written consent of the other Party, except that MED- Project or LEA may provide this Agreement to the King County Local Hazardous Waste Management Program and /or King County Prosecuting Attorney and Vendor. 17.2. Neither Party shall use the name, trade name, service marks, trademarks, trade dress or logos of the other Party in releases, advertising or any other publications, without such Party's prior written consent in each instance; except that either Party is authorized to use the other Party's name, trade name and logo with regard to public outreach and educational efforts taken with regard to the Plan. This provision applies to written and online releases and communications, including those appearing on a website and those circulated via social media platforms including, but not limited to, Facebook, Twitter, and Linkedln. 18. Authority. 18.1. Each individual executing this Agreement in a representative capacity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of the Party and its employees and that upon execution, this Agreement shall be binding upon the Party and its employees in accordance with its terms. 19. Waiver. 19.1. No consent or waiver, express or implied by a Party, to or of any breach or default by the other in the performance by that other Party of obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by that other Party of the same or any other obligation of that Party under this Agreement. Failure of a Party to complain of any act or failure to act of the other, or to declare the other in default, irrespective of how long that failure continues, shall not constitute a waiver by that Party KIOSK SERVICES AGREEMENT of rights under this Agreement. The giving of consent by a Party in any one instance shall not limit or waive the necessity to obtain that Party's consent in any future instance. 20. Effective Date 20.1. The Agreement shall be effective on the last date signed by a Party in accordance with Section 15 of this Agreement. Page 6 11014-COWIty 6111W-PPOOCt edication Education & Disposal KIOSK SERVICES AGREEMENT MD" PrOjls t dication Education & Disposal IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have executed and delivered this Agreement as of the Effective Date. City of Federal Way King County MED- Project LLC By: /1- ! 47 '7 By: Name: Andy J. Hwang Name: Victoria Travis, PharmD, MBA Title: Chief of Police Title: Program Director Date: 8/ //L Date: [/ 2/c / /6 Page 7 KIOSK SERVICES AGREEMENT King County D- Project Medication Education & Disposal Exhibit A Kiosk(s) Approved for Inclusion in the MED- Project Product Stewardship Plan Kiosk Deserip #ion LEA Collection Site Two locked doors and anti - tamper drop slot; 33 gallon metal container 19 "x20 "x47 "tall; fastened to floor City Hall Police Lobby, 33325 8th Ave S., Federal Way, WA 98003 Page 8 KIOSK SERVICES AGREEMENT Exhibit B LEA Collection Site(s) k% County 1101ED.Project Medication Education & Disposal Name Address City Hall Police Lobby 33325 8th Ave. S., Federal Way, WA 98003 Page 9 KIOSK SERVICES AGREEMENT Eihibit ic Manager(s) king C s ty IND-Proi•ct Medication Education & Disposal . slt Manager's Work Address LEA Collection Site Address Telephone Number Email Address Johnny Hernandez 33325 8th Ave S., Federal Way, WA 98003 City Hall Police Lobby, 33325 8'1' Ave S., Federal Way, WA 98003 253-835- 6790 Johnny.HernandezAcityoffederalway.com Michelle Dahl 33325 8th Ave S., Federal Way, WA 98003 City Hall Police Lobby, 33325 8th Ave S., Federal Way, WA 98003 253-835- 6790 Michelle.Dahl@cityoffederalway.com Page 10 KIOSK SERVICES AGREEMENT King County ME D Project Medication Education & Disposal Exhibit D Standard Operating Procedures 1. Services in Section 3.2 of this Agreement, other than responses to Emergency Requests, will be conducted Monday - Friday from 8:OOam - 6:OOpm PST. Except for responses to Emergency Requests, these Services will not be conducted on federal holidays recognized by the United States Office of Personnel Management (available at: https: / /www.opm.gov /policy -data- oversight/snow -dism issal- procedures /federal - holidays/). 2. The Service Technicians will park the service vehicle in an area designated by the Manager and enter the building from an entrance specified by the Manager. The Service Technicians will provide picture identification to the Manager upon request. 3. The Service Technicians shall ensure that, when unattended, the service vehicle shall be locked and the vehicle and its contents secured. 4. Upon entering LEA Collection Site, the Service Technicians will ask for the Manager. If the Manager is not available within 15 minutes (or 30 minutes in the case of an Emergency Request), the Service Technicians will exit LEA Collection Site and follow - up with the Manager to reschedule service. 5. Once the Manager arrives, the Service Technicians will go directly to the Kiosk along with the Manager and other LEA Collection Site employee. 6. The Manager and other LEA Collection Site employee will produce keys to access the double- locked Kiosk. 7. The Manager and other LEA Collection Site employee will remove the inner container and liner from the Kiosk and seal the inner liner. The Kiosk will then be locked, including the small opening that allows contents to be deposited into the Kiosk. 8. Under the supervision of the Manager and other LEA Collection Site employee, the Service Technicians will take the entire inner container and liner to the service vehicle for packaging. 9. The Service Technicians will place the inner container and liner in the back of the service vehicle. 10. The Service Technicians will weigh the inner container and liner, remove the liner from the container, and place the liner into an appropriately sized shipping container. 11. The shipping container will be lined to prevent any leakage. 12. The Service Technicians will attach a unique barcode label that will be confirmed by Vendor once received at the designated disposal facility. 13. The Service Technicians will secure the shipping container with tamper evident tape. 14. All shipping containers will be marked and labeled in compliance with Applicable Laws. 15. The Service Technicians will return to LEA Collection Site with the Manager and other LEA Collection Site employee. The Manager and Service Technicians will provide any paperwork required by Applicable Laws. If not otherwise required by Applicable Laws, the Service Technicians will record their own names as well as the names of the Manager and other LEA Collection Site employee participating in the service. 16. The Manager, other LEA Collection Site employee, and the Service Technicians will return to the Kiosk for inspection. The Manager and other LEA Collection Site employee will produce keys to access the double - locked Kiosk. 17. Under the supervision of the Manager and other LEA Collection Site employee, the Service Technicians will replace the liner in the inner container and place both into the Kiosk. 18. The Kiosk will be locked by the Manager and other LEA Collection Site employee, and the Service Technicians will exit LEA Collection Site, completing the service. Page 1 1 KIOSK SERVICES AGREEMENT Burlington Environmental, LLC 1629 East Alexander Ave. Tacoma, WA 98421 (253) 383 -3044 Exhibit E Notice and Contact Data for Vendor Page 12 edication Education & Disposal June 10, 2016 U.S. Department of Transportation Pipeline and Hazardous Materials Safety Administration DOT -SP 20255 (FOR RENEWAL, SEE 49 CFR 107.109) 1. GRANTEE: (See individual authorization letter) 2. PURPOSE AND LIMITATION: East Building, PHH -30 1200 New Jersey Avenue S.E. Washington, D.C. 20590 a. This special permit authorizes the transportation in commerce of certain Drug Enforcement Administration (DEA) controlled substances transported for the purpose of disposal. This special permit provides no relief from the Hazardous Materials Regulations (HMR) other than as specifically stated herein. The most recent revision supersedes all previous revisions. b. The safety analyses performed in the development of this special permit only considered the hazards and risks associated with the transportation in commerce. c. Unless otherwise stated herein, this special permit consists of the special permit authorization letter issued to the grantee together with this document. 3. REGULATORY SYSTEM AFFECTED: 49 CFR Parts 106, 107 and 171- 180: 4. REGULATIONS FROM WHICH EXEMPTED: 49 CFR Parts 171 -180 except as specified herein. 5. BASIS: This special permit is based on the application of Stericycle Specialty Waste Solutions, Inc. dated May 16, 2017 submitted in accordance with § 107.117 and a determination that it is necessary for public safety. Continuation of DOT -SP 20255 6. HAZARDOUS MATERIALS (49 CFR § 172.101): Page 2 June 10, 2016 Hazardous Materials Description Proper Shipping Name Hazard Class/ Division Identi- fication Number Packing Group Medicine, liquid, flammable, toxic, n.o.s.* 3 UN3248 II Medicine, solid, toxic, n.o.s.* 6.1 UN3249 II *Limited to materials authorized to be disposed of under 21 CFR Part 1317, Subpart B. 7. SAFETY CONTROL MEASURES: a. PACKAGING - Prescribed combination packaging: (1) Inner Packaging: An inner liner bag meeting the requirements of 21 CFR 1317.60. Additionally, inner liner bags must meet the requirements of 49 CFR 173.197(e)(1)(i) and (ii) or be further packaged in film bags meeting these requirements. (2) Outer Packaging: Strong outer packaging (i.e., fiberboard, plastic, or metal). Completed packages must be capable of meeting the PG II performance level. Multiple inner packagings may be placed in the outer packaging. (3) The total weight of the packaging plus its contents shall not exceed 66 pounds. b. Marking: The marking requirements of 172.301(c) do not apply. 8. SPECIAL PROVISIONS: a. This special permit is limited to materials that are collected for the purpose of disposal by registrants authorized by the DEA under 21 CFR 1317.40 or Federal, State, tribal, or local law enforcement when in the course of official duties under 21 CFR 1317.35. Continuation of DOT -SP 20255 Page 3 June 10, 2016 b. Under the terms of this special permit, the grantee must perform all pre - transportation functions (see 49 CFR 171.1(b)). c. A current copy of this special permit must be maintained at each facility where the package is offered for transportation. d. This special permit does not provide relief from regulations of other agencies in the United States Government. 9. MODES OF TRANSPORTATION AUTHORIZED: Motor vehicle. 10. COMPLIANCE: Failure by a person to comply with any of the following may result in suspension or revocation of this special permit and penalties prescribed by the Federal hazardous materials transportation law, 49 U.S.C. 5101 et seq: o All terms and conditions prescribed in this special permit. o Persons operating under the terms of this special permit must comply with the security plan requirement in Subpart I of Part 172 of the HMR, when applicable. o Registration required by § 107.601 et seq., when applicable. Each "Hazmat employee ", as defined in § 171.8, who performs a function subject to this special permit must receive training on the requirements and conditions of this special permit in addition to the training required by §§ 172.700 through 172.704. No person may use or apply this special permit, including display of its number, when this special permit has expired or is otherwise no longer in effect. Under Title VII of the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA -LU)— "The Hazardous Materials Safety and Security Reauthorization Act of 2005" (Pub. L. 109 -59), 119 Stat. 1144 (August 10, 2005), amended the Federal hazardous materials transportation law by changing the term "exemption" to "special permit" and authorizes a special permit to be granted up to two years for new special permits and up to four years for renewals. Continuation of DOT -SP 20255 Page 4 June 10, 2016 11 REPORTING REQUIREMENTS: Shipments or operations conducted under this special permit are subject to the Hazardous Materials Incident Reporting requirements specified in 49 CFR §§ 171.15 Immediate notice of certain hazardous materials incidents, and 171.16 Detailed hazardous materials incident reports. In addition, the grantee(s) of this special permit must notify the Associate Administrator for Hazardous Materials Safety, in writing, of any incident involving a package, shipment or operation conducted under terms of this special permit. Issued in Washington, D.C.: 2 for Dr. Magdy El- Sibaie Associate Administrator for Hazardous Materials Safety Address all inquiries to: Associate Administrator for Hazardous Materials Safety, Pipeline and Hazardous Material Safety Administration, U.S. Department of Transportation, East Building PHH -30, 1200 New Jersey Avenue, Southeast, Washington, D.C. 20590. Copies of this special permit may be obtained by accessing the Hazardous Materials Safety Homepage at http: / /hazmat.dot.gov /sp app /special permits /spec perm index.htm Photo reproductions and legible reductions of this special permit are permitted. Any alteration of this special permit is prohibited. P0: Andrew Eckenrode