This Service Agreement (Agreement) is entered into as of the 27th day of January, 2023, by and between GDRS Consulting DBA PIN Waste and located at 5694 Mission Center Road, Suite 470 San Diego, CA 92108 (“GDRS”) and ___________, (“Tenant” or “Customer”) part of their Community (“Community”). Each GDRS and Customer or Community may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
I understand and agree to each and all of the terms and conditions in this Agreement to Use Electronic Signature. My e-signature is legally binding.
2. Term: This Agreement shall be for a period of use that is consistent with the terms of the Agreement or Commitment between the Community’s HOA, Property Manager or other legal entity in effect with GDRS for other Waste Disposal Services.
3. Compensation for Services Rendered: Tenant or Customer will pay GDRS for all obligations specified in this Agreement. Payments will be made by electronic transfer of funds by ACH or credit card before services are rendered.
Cost for Services shall be charged in accordance with the Agreement or Commitment between the Community’s HOA, Property Manager or other legal entity in effect with GDRS for other Waste Disposal Services. Tenant or Customer is responsible for properly disposing of all waste, recycling, and organics, etc. Any fees charged by the hauler due to incorrect disposal will be passed on to the Tenant or Customer
4. Right to Perform Services: Tenant or Customer represents and warrants that it has the full right, power and authority to enter into this Agreement and permit the Services and other obligations hereunder to be provided to the property selected in this Agreement, and that its execution of this Agreement shall not result in a breach of or default under any other agreement to which Tenant or Customer is a party or by which it is bound.
5. Indemnity: Tenant or Customer shall defend, indemnify and hold GDRS, its affiliates and each of their respective officers, directors, employees, affiliates, agents and tenants or customers (each an "Indemnified Party") harmless from and against any and all claims, losses, liabilities, damages, costs and expenses arising from or related to (i) any breach or alleged breach by Tenant or Customer of this Agreement, including any representations and warranties made by Tenant or Customer in this Agreement, (ii) any negligence, recklessness, willful or intentional act or omission of Tenant or Customer or any of its employees, agents, representatives or subcontractors in the performance of the Services (at GDRS 's facilities or elsewhere) and (iii) any payments or liabilities for which Tenant or Customer is or becomes liable (as described in Section 10 below). If any third party asserts or initiates any claim or action against any Indemnified Party for which Tenant or Customer is responsible for indemnification under this Section 6, GDRS will promptly notify Tenant or Customer of such claim or action after it becomes aware, provided however GDRS 's failure to provide such notice thereof in a prompt manner to Tenant or Customer shall not relieve Tenant or Customer from any obligations owed hereunder, except to the extent that Tenant or Customer has been materially prejudiced by GDRS 's failure in giving such prompt notice. GDRS shall have the right to participate at its own expense in the defense of such claim or action, including any related settlement negotiations. No such claim or action shall be settled or compromised without GDRS 's express written consent, which consent may be withheld or conditioned by GDRS at its sole discretion, including requiring the execution of a full and complete release of all claims and actions made against the Indemnified Parties by each party bringing any such claims or actions. GDRS shall have the right to withhold from any payments due to Tenant or Customer the amount of GDRS 's actual and projected costs of defending or settling any such claim or action, plus any other reasonable additional amounts, as security for the performance by Tenant or Customer of its obligations under this Section 6.
Tenant or Customer agrees to indemnify, defend and save GDRS harmless from and against any and all liability by which any entity sub-contracted by GDRS may be responsible for as a result of any injuries (including death), property damage, or any violation or alleged violation of law to the extent caused by Tenant or Customer’s breach of this Agreement or by any negligent act, negligent omission or willful misconduct of Tenant or Customer or its employees, agents or contractors in the performance of this Agreement or Tenant or Customer s use, operation or possession of any equipment furnished by the Tenant or Customer.
7. Dispute Resolution
Mediation. Any Party which asserts it has a claim; disagreement or grievance (“Dispute”) against the other Party shall first notify the other Party in writing of such and request a meeting with the other Party. No later than seven (7) business days after receipt by the other party of such notice, the Parties, represented by executive level employees, shall meet and confer in a good faith effort to resolve the Dispute. This meeting shall be for the express purposes of (1) exchanging and reviewing all pertinent non-privileged documents and information relating to the matters and issues in Dispute, (2) freely and candidly discussing each Party’s position, and (3) reaching agreement upon a reasonable, compromise resolution of the Dispute. If the Dispute is not resolved to the satisfaction of both Parties by meeting and conferring, either Party may request mediation, which shall be compulsory upon the other Party. Mediation shall occur utilizing the services of a trained mediator, mutually agreed upon by both Parties, with at least five (5) years’ experience in mediating Disputes of the nature and type existing between the Parties, with costs for such mediation to be shared equally by both Parties. A Party shall request mediation by giving notice to the other; and shall have the responsibility to take steps to set up such mediation, which shall occur no later than twenty (20) days from receipt of notice by the other party of a demand for mediation. Each Party shall be required to file and serve a mediation brief stating its position with the mediator and the other Party no later than two (2) business days prior to the mediation. Upon completing the mediation as described above, either Party may initiate the arbitration procedures set forth in Section 18(b) below.
Arbitration. If the Dispute cannot be resolved to the satisfaction of both parties by meeting and conferring and mediation, either Party may seek a resolution by binding arbitration with Judicial Arbitrations and Mediations Services (“JAMS”) in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures, unless the amounts in the Dispute are less than $250,000 in which case the Parties shall use JAMS’ Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The Parties agree that in any such arbitration each Party shall be entitled to conduct discovery in accordance with the California Code of Civil Procedure. Additionally, the Parties will endeavor to mutually agree upon an arbitrator. If the Parties are unable to do so, the arbitrator will be selected in accordance with JAMS Rules. The costs and expenses of the arbitration shall be advanced by the Parties (in equal shares) in accordance with the payment schedule set forth by JAMS. The arbitration shall take place in San Diego, California, at a time and place selected by the arbitrator. The arbitrator must follow California substantive law (including statutes of limitations) but strict conformity with the rules of evidence is not required, except that the arbitrator shall apply applicable law relating to privilege and work product. The arbitrator shall be authorized to provide all recognized remedies available at law or equity for any cause of action. Within thirty (30) days after the completion of the arbitration hearing, the arbitrator must issue a written decision. The arbitrator must issue a reasoned award if requested by any Party. The Arbitrator's decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in California Code of Civil Procedure Section 1286.2.
8. Entire Agreement: This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.
9. Notices: Any notice or other communication given or made to any Party under this Agreement shall be made electronically in accordance with the email provided. Notices to GDRS may be sent to email@example.com. Should Tenant or Customer require notices to be sent other than by electronic means, thereby obtaining out of electronic notification, they shall send an email to the above email address or to GDRS at 5694 Mission Center Road, Suite 470, San Diego, CA 92108 by certified or registered mail, return receipt requested, opting out of electronic notifications.
10. Waiver: No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
11. Miscellaneous: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
12. Amendments: No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
13. Governing Law: The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of California, not including its conflicts of law provisions.
14. Excused Performance: Except for Tenant’s or Customer’s obligation to pay amounts due to GDRS, any failure or delay in performance due to contingencies beyond a party’s reasonable control including but not limited to strikes, riots, terrorist acts, compliance with applicable laws, governmental orders, fires and acts of God and other potential causes shall not constitute a breach of this Agreement
15. General Refunds: We refund residents for what they have paid for in advance for service from the end of the month in which they cancel. We refund via check form only.
16. Events Refunds: If we make a mistake on a pick up and unable to go back out, we will refund you in the full amount for that item. Alternatively, we can add a credit to their account or provide a refund check in the mail.
IN WITNESS WHEREOF, the Parties have executed this agreement as of the date first written above
GLOBAL DISPOSAL REDUCTION SERVICES, INC.
Tenant or Customer