1. AGREEMENT. This document (this "Agreement") is a contract by and among Alpine Pickup, LLC, a California limited liability company, which shall hereinafter be referred to as "Contractor" and the undersigned person, firm, corporation or other legal entity (the “Client”).  Pursuant to the terms and conditions set forth in this Agreement, the Contractor shall provide for the benefit of Client "trash valet service" more particularly described on the attached Schedule 1 (the “Services”).  The residential development at which the Services are to be rendered is referred to in this Agreement as the “Property.”

2. NATURE OF SERVICES PROVIDED. The nature of the Services is that of an appointment-based door-to-door trash removal service pursuant to which Contractor’s personnel will remove from outside the main entry way of each residence within the Property and deposit the trash at the PMC Transfer Station.  Contractor will provide each residence with one (1) trash container that is to be used by the residence, together with a residence-provided tied trash bag, to deposit trash and place at the main entry way of the residence for removal by Contractor’s personnel.  A non-exhaustive list of trash that can be disposed of in the trash can, and removed by Contractor’s personnel as part of the Services, is set forth on the attached Schedule 2, as may be amended from time to time by Contractor.  A non-exhaustive list of waste that cannot be disposed of in the trash can, and will not be removed by Contractor’s personnel as part of the Services, is set forth on the attached Schedule 3, as may be amended from time to time by Contractor (the “Excluded Waste”).   No Service will be provided on December 31st and January 1st evenings, July 4th evening, Thanksgiving evening, Labor Day evening, December 24th evening and December 25th evening. Additionally if hazardous weather precludes safe travel to the residence no service will be provided until roads are clear.  Client agrees that it will take reasonable measures to notify all residents of the Property to ensure that they (a) are aware that no Excluded Waste should be contained in any waste materials and (b) are not to overload by weight (more than 25 lbs.) or volume (more than an average adult could carry and maneuver through a doorway without assistance) or move or alter the equipment.  Should Client or Client's residents waste contain any Excluded Waste, Contractor may, at Contractor's option, (a) return it to Client and require Client to remove and dispose of such Excluded Waste at Client's expense or (b) dispose of it, in either case Client will reimburse Contractor for the out-of-pocket cost incurred by Client relative to the situation.  Additionally, all waste and equipment MUST be kept inside Client’s residence until the Contractor’s personnel arrives for the scheduled pick up appointment.

3. USE OF EQUIPMENT. Client will be provided with the same number of valet service collection containers as the total number of resident units in said Property. Contractor agrees to promptly replace any equipment that is damaged by Contractor or its agents, independent contractors, or employees, at Contractor's sole cost and expense.  Should the Service be terminated, the equipment Contractor furnished to Client will remain Contractor's property and Client is fully responsible to promptly clean and return all valet service collection containers provided to Client by Contractor. Except for normal wear and tear, Client will be charged $25.00 each for any unreturned or damaged containers.  Client will use the equipment only for its intended purpose and will ensure that reasonable measures are taken to ensure its residents use the equipment only for its intended purpose. On collection visit, Client will provide unobstructed access to the applicable equipment, including, but not limited to, the container, or dumpster. If the equipment is inaccessible or overloaded by weight or volume, Contractor may charge Client to compensate Contractor for the added cost of rendering the Service in such circumstance.

4. INDEMNIFICATION.  Contractor agrees to indemnify, defend, and save Client harmless from and against any and all liability which Client may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law to the extent caused by any negligent act, negligent omission, or willful misconduct of Contractor or its employees, its agents, or independent contractors, which occurs in connection with Contractor's performance of this Agreement; provided, however, that indemnification obligations will not apply to occurrences involving waste materials as described in Section 12 below. Client agrees to indemnify, defend, and save Contractor harmless from and against any and all liability which Contractor may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law to the extent caused by Client's breach of this Agreement or by any negligent act, negligent omission, or willful misconduct of Client and/or Client's employees, agents, independent contractors, and residents in connection with its performance of this Agreement. Client shall not be obligated to indemnify Contractor with respect to the actions of residents of the Property; provided, however, that Client shall be responsible for any loss or damage resulting from Client's or its residents' handling of any equipment provided by Contractor, except for normal wear and tear (as set forth in Section 3 above). Neither party shall be liable for consequential, incidental, or punitive damages arising out of the performance of or failure to perform this Agreement.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE MAXIMUM CUMULATIVE AMOUNT A PARTY WILL BE OBLIGATED TO PAY UNDER THE FOREGOING INDEMNITY IS $1125.00.


 (a) TERM. The term of this Agreement shall be from month-to-month.

 (I) TERMINATION BY EITHER PARTY. During the Term, either party may terminate this Agreement, for any reason, upon thirty (30) days written notice via certified mail to the other party.



(a) DEFAULT. A "default" exists under this Agreement upon any of the following events: (i) if the subject party falls to meet or perform any material term, provision, covenant, agreement, or obligation contained in this Agreement (and specifically including Contractor's failure to provide the valet services in a professional and competent manner), and then does not cure such default within fifteen (15) days after receiving written notice via certified mail from the other party; and/or (ii) if the subject party becomes a debtor in a bankruptcy proceeding or similar action that is not permanently dismissed or discharged within sixty (60) days.

 (b) REMEDIES. If either party defaults, and such default is not cured within the time frame set forth in Section 6(a), the non-defaulting party may do any or all of the following, with the understanding and agreement that the non-breaching party will be entitled to pursue any and all remedies for such breach available under this Agreement and/or applicable law: (i) terminate this Agreement by giving fifteen (15) days written notice to the defaulting party; (ii) bring an action against the defaulting party for damages; and/or (iii) seek any other available legal or equitable remedy.  Accordingly, the parties agree that either party may bring an action in a court of competent jurisdiction to obtain injunctive or other equitable relief.

7. ASSIGNMENT.  Neither party shall assign or otherwise transfer this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (a) the assigning party will remain obligated under, and will not be released from its obligations under, this Agreement notwithstanding such assignment; and (b) it will not be considered unreasonable for the non-assigning party to condition such assignment on (1) the assigning party paying any and all amounts then due and payable to Contractor under this Agreement and/or (2) the assignee agreeing in writing to be bound by the terms of this Agreement.

8. FEES. Client agrees to pay the amounts due to Contractor on or before twenty (20) days after receipt of Contractor's invoices. Client will be charged the rate stated on Schedule 1.  The Contractor may also impose and the Client agrees to pay a late fee for all past due amounts, which said late fee shall be an amount up to five percent (5%) of the monthly payment due, but in no event shall such late fee amount exceed the maximum rate allowed under applicable law.

9. TAXES.  Each party will bear the cost of, and timely pay, any and all local, county, state, and/or federal taxes, fees, assessments and other impositions that may be imposed upon such party under the applicable laws and/or regulations.

10. ATTORNEY'S FEES.  In the event of a breach of this Agreement, the breaching party shall pay all reasonable attorney's fees, collection fees, and costs of the other party incident to any action brought to enforce this Agreement. 


(a) COOPERATION OF CLIENT.  Client represents and warrants that it has authority and permission given by the owner of the Property to enter into this Agreement to benefit the Property if Client's compactor(s) or dumpster(s) is full, Contractor will not provide the Service to Client's Property until Client has emptied the compactors(s)/dumpster(s), after which the Services will resume with the next regularly scheduled pick-up after receipt of notice of they are empty. Client is responsible for the cleaning and emptying of the collection containers from resident move-outs. Client is required to provide Contractor with access entry gate codes and any other keys and/or authorizations (for the said service location) which Contractor will need in order to fulfill Contractor obligations under this Agreement. Client agrees to inform residents to not put out personal items (non-trash) during collection times.

(b) COOPERATION OF CONTRACTOR.  Contractor shall observe all security and reasonable work rules at the Property and Contractor's employees shall not enter a resident's unit without the express consent of the Client's Property management team and the resident, and shall not do so in the absence of an adult resident of the unit. Contractor shall, at its sole cost and expense, repair any portion of the Property, including the grounds and all buildings (including the surface of the premises), that is damaged by or caused by Contractor or any of its agents, representatives, employees, contractors, subcontractors or invitees. If Contractor fails to repair any such damage, as soon as reasonably practicable but in no event longer than fifteen (15) days after notice thereof from Client, Client may in its sole discretion, repair or refinish such damage and Contractor shall promptly reimburse Client for all reasonable costs and expenses incurred in such repair or refinishing.

12. INSURANCE. Contractor will maintain during the term of this Agreement Commercial General Liability insurance that covers its operations at the Premises, broad-form property damage, bodily injury, personal-injury hazards, and contractual liability insurance. The liability limits under each of these policies shall be respectively, $1 million per occurrence, $2 million in the aggregate to cover claims for bodily injury (including death resulting there from), and property damage, which may arise from or in connection with Contractor's performance or failure to perform under this Agreement or from or out of any negligent act, omission, or willful conduct by Contractor. Contractor will provide Client with a certificate of insurance, upon request, reflecting the coverage specified herein. 

13. MISCELLANEOUS.  This Agreement will be governed by and construed in accordance with the laws of the State of California. Venue for any cause of action arising under or related to this Agreement shall be in a court of competent jurisdiction located in the county in which the Property is located. Unless agreed to in writing by both parties, the terms and conditions of this Agreement shall apply in lieu of and supersede any conditions hand written on the face of this Agreement or in a subsequent purchase order or invoice. The representations, warranties, and indemnifications herein shall survive the termination of the Agreement. Unless otherwise required, all notices, demands, requests or other communications given under this Agreement shall be in writing and be given by personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier service to the address set forth below or as may subsequently in writing be requested.


14. AUTHORITY. Contractor has and shall maintain all rights, permits and licenses necessary to provide the valet services. The individuals executing this Agreement on behalf of Contractor and Client hereby represent that they have full and complete actual authority to bind their respective companies to all of the terms and conditions of the Agreement. The parties to this Agreement intend the relationship between them to be one of an independent contractor and customer. No employee, agent, servant, representative or contractor of Contractor shall be or deemed to be an employee, agent, servant, representative or contractor of Client. The manner, means and method of providing the services contemplated in this Agreement are under the sole direction and control of Contractor. Contractor represents and warrants that it has in place and will maintain in effect throughout the term of the Agreement Workers Compensation and Employers Liability insurance in an amount sufficient to cover Contractor's employees, agents, servants, representatives and contractors for injuries and/or death occurring during employment with Contractor.