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<br /> PRIMA Waste Management,Inc. • Terms and Conditions
<br /> 1.REGULATED MEDICAL WASTE SERVICES.Pursuant to the terms and conditions stated herein PRIMA Waste Management,Inc.(the'Conpany'),Itself or through Its representatives
<br /> and/or affiliates,will provide Customer with collection,management,transportation,disposal,and treatment of all Regulated Medical Waste,not including Nonconforming Waste as defined
<br /> herein,generated by Customer during the tern of this agreement('Services'). For the purpose of this agreement'Regulated Medical Waste'means(1)waste or reusable materiel derived
<br /> from medical treatment of an animal or human,which includes diagnosis and Immunizations,or from blomedical research,which Includes production and leafing s biological mater products.
<br /> Regulated medical wastes Is assigned to UN 3291,except for regulated medical waste containing Category A Infectious substances,which must be ciassl0 ti as Division 6.2 material
<br /> described as an infectious substance and assigned to UN 2814 or UN 2900 as appropriate;No Category A materials may be discarded In the regulated medic al wastevison6.containers;(49CFR
<br /> 173.134):(II)As defined In 29 CFR 1910.1030 and all other applicable laws rules,regulations and guidelines;and(III)trace chemotherapy discarded Items which may been contaminated
<br /> provided that such items,Including vials and syringes,shall be'empty*as defined in applicable laws,regulations and guidetlnes. Customer shall,at the time of tender,provide o Company
<br /> accurate and complete documents,chipping papers a manifests as required for the lawful transfer of the Regulated Medical Waste under all applicable federal,stale or local laws.
<br /> 'Nonconforming Waste'means:i)arty waste or other material not failing within the definWon of Regulated Medical Waste Including complete human remains;2)radioactive waste;3)any
<br /> listed or characteristic hazardous wastes,chemotherapeutic hazardous waste and substances as defined In any applicable laws,regulations and guidelines;4)containers that are
<br /> damaged,leaking or could cause harn or exposure to employees,general public or others;5)waste that has been Incorrectly Identified,labeled and/or segregated;6)any waste or device
<br /> containing mercury Including amalgam,vacuum pumps and other medical devices 7)pharmaceutical waste(except what Is accepted by the Company under our pharmaceutical disposal
<br /> program);8)boxes that exceed approved Company and California Department of Transportation standards;and 9)any other waste that cannot be collected,transported or treated by the
<br /> Company In accordance with state and federal regulations,laws andfor guidelines. Customer Is liable for as damages and losses resulting from any Nonconforming Waste due to packing
<br /> or the contents being collected,transported,treated,or disposed by the Company.
<br /> 2.TERMS OF AGREEMENT;RIGHT OF FIRST REFUSAL.The initial Term of this Agreement shall be for thirty-six(36)months,commencing on the Effective Date.This Agreement
<br /> shall autanatic Lily renew thereafter for additional terms equal to the original Initial Term(each a'Renewal Tern')unless either party gives to the other party wdtten notice of termination at
<br /> least sixty(60)days prior to the termination of the then-existing term. Customer grants to Company a right of first right refusal to match any offer which Customer receives or Intends to
<br /> make after the completion of any term of this Agreement relating to any services provided hereunder and further agrees to give Company prompt written notice of any such offer and a
<br /> reasonable opportunity to respond to iL
<br /> 3.INSPECTION;REJECTION OF WASTE.Title to and liability for Nonconforming Waste shall remain with Customer at all times.Company shall have the right to Inspect,analyze or test
<br /> any waste delivered by Customer.if Customer's Regulated Medical Waste Is Nonconforming Waste,Company can,at Its option,reject Nonconforming Waste and return it to Customer or
<br /> require Customer to pick up,remove and dispose of the Nonconforming Waste at Customer's sole expense.Customer shall Indemnify,hold harmless(in accordance with Section 6)and
<br /> pay or reimburse Company for any and all costs,damages and/or Ones Incurred as a result of or relating to Customers tender or delivery of Nonconforming Waste or other failure to comply
<br /> or conform to this Agreement,Including costs of Inspection,testing and analysis.
<br /> 4. COMPANY WARRANTIES.Company hereby represents and warrants that: (a)Company will manage the Regulated Medical Waste in a safe and workmanlike manner In full
<br /> compliance with all valid and applicable federal,state and local laws,ordinances,orders,rules and regulations;and(b)It will use disposal facilities that have been Issued permits,licenses,
<br /> certificates or approvals required by valid and applicable laws,ordinances and regulations necessary to allow the facility to accept,treat and/or dispose of Regulated Medical Waste.
<br /> Except as provided herein,Company makes no other warranties and hereby disclaims any other warranty,whether Implied or statutory. The on-line training does not constitute legal
<br /> advice and company makes no warranty,express or implied,with reaped to such information and disclaims all liability resulting from any use of this Information.
<br /> S.CHARGES AND PAYMENTS.Customer shall pay the rates set forth on this Agreement and/or Exhibit A(if applicable)as well as a$75.00 minimum stop fee when Customer request a
<br /> pick-up outside of Its regular riot-up schedule,all of which may be modified as provided in this Agreement.The Service Fee,OSHA Fees and Overweigh Fees may be adjusted by
<br /> Company to account for:any Increase In disposal or fuel costs;changes In local,state or federal laws or regulations,imposition of taxes,fees or surcharges,and acts of God such as
<br /> floods,fires,etc.Company may also Increase the charges to reflect Increases in the Consumer Price Index for the municipal or regional area in which the Services are rendered. Any
<br /> Increase In charges requires the consent of Customer which may be evidenced verbally,In writing or by the actions and practices of the parties.Ali rete adjustments as provided above and
<br /> In Section 5 shall take effect upon notification from Company to Customer. Further,ail rate adjustments as provided above and in Section 5 also apply to all Renewal Terms.Customer
<br /> shall pay the rates in full within 30 days of recelpt of each Invoice from Company.Customer shall pay a late fee on all past due amounts accruing from the date of the Invoke at a rate of
<br /> one&hag percent(1.5%)per month or,the maximum rate allowed by law.
<br /> S.SURCHARGES. Company reserves the right to Impose a surcharge if It attempts to pick up waste at Customer's location,either on a scheduled pick-up or pursuant to a Customer
<br /> request,amt,due to no fault of Company,either.1)there Is no Regulated Medical Waste for Company to pick up;2)the waste is not ready for pick up;or 3)the Customer location is dosed
<br /> or Inaccessible. Waste volumes significantly larger than the average volume for similar generators will be subject to a surcharge at the current surcharge container rate of$40.00 per container.Each
<br /> additional'ovenvelghl pound'of sherps/redbegs shall be charged at$1.0011b.and each additional"overweight pound'of PhamhaaWeaVrrace-Chemothempy/Pa0hologicaI shall be charged at$3.O(Mb.
<br /> T.INDEMNIFICATION.The Company agrees to Indemnify end hold harmless Customer from any liability arising from the gross negligence or willful misconduct of Company in the
<br /> performance of Its obligations under this Agreement,provided that the Company's Indemnification obligations will not apply to occurrences involving Nonconforming Waste.Customer
<br /> agrees to Indemnify,defend and save the Company harmless from and against any and all liability Qnciuding reasonable attorneys fees)which the Company may be responsible for or pay
<br /> out as a result of bodily Injuries Qnciuding death),property damage,or any violation or alleged violation of law to the extent caused by Nonconforming Waste,Customer's breach of this
<br /> Agreement or by any negligent ad or ornission,or willful misconduct of the Customer or Its employees,agents or contractors In the performance of this Agreement or Customer's use,
<br /> operation or possession of any equipment furnished by the Company.The prevailing party of an Indemnification suit or action agrees to pay the reasonable attomeys'fees and costs of the other party.
<br /> 8.COMPLIANCE MATERIALS.Any and all electronic or printed materials provided by Company to Customer('Compliance Matedels')are provided subject to a limited license for
<br /> Customer to use the Compliance Materials for Customer's own,non-commercial use. Company reserves the right to revoke this Icense at any time. Customer agrees that(i)it will not
<br /> copy or otherwise distribute the Compliance Materials In any manner,and(2)It will not use or republish the Compliance Materials for or to any third party. Customer agrees to return all
<br /> Compliance Materials to Company at Customer's expense at the expire9on or ternlnagon of this Agreement.
<br /> 9.LEGAL COMPLIANCE.Customer agrees to comply with federal aud state laws,edea,regulations,and ordinances applicable to its handling of Regulated Medical Waste and Its
<br /> performance under this Agreement,Including but not limited to any applicable record keeping,documentation and manifesting requirements. Further,regardless of any advice given by
<br /> Company to Customer regarding Regulated Medical Waste service frequency requirements,Customer acknowledges and agrees that It has determined tis desired service frequency
<br /> Independent of Company's recommendations. Customer thereby agrees to hold harmless and Indemnify Company for any decisions regarding service frequency.
<br /> 10.UNCONTROLLABLE CIRCUMSTANCES.Company shell not be in default if Its failure to perform or delay in performance Is caused by events beyond Its control,including,but not limited to,
<br /> strikes,riots,Imposition of laws or governmental orders,fires,acts of God,terrorist acts,and Inability to obtain equipment permit changes and regulations,and restrictions(Including land use)therein.
<br /> 11.ASSIGNMENT,This Agreement shall be binding on,continue to exist,and shall Inure to the benefit of the parties and their respective successors and assigns,regardless of whether
<br /> the succession lir assignment resulted from a merger acquisition,sale,transfer,change In majority ownership of shareholders/stockholders,or any such combination thereof. In case of a
<br /> breach of this provision the customer shall pay liquidated damages in the amount set forth In Paragraph 13 herein.
<br /> 12. ENTIRE AGREEMENT.This Agreement represents the entire understanding and agreement between the parties relating to the management of Regulated Medical Waste and
<br /> supersedes any and all prior agreements,whether written or oral,between the parties regarding the same.Unless otherwise provided herein,any modifications to this Agreement must be
<br /> egreed to by both parties in writing.
<br /> 13.TERMINATION;LIQUIDATED DAMAGES.Company may Immediately terminate this Agreement,(a)In the event of Customer's breach of any term or provision of this Agreement.
<br /> Including failure to pay on a timely basis or(b)N Customer becomes Insolvent,the subject of an order for relief in bankruptcy,receivership,reorganization,dissolution,or similar law,or
<br /> makes an assignment for the benefit of Its creditors,or if Company deems itself Insecure as to payment('Default").Notice of termination shall be In writing and deemed given when
<br /> delivered In person or by certified mail,postage prepaid,return recelpt requested.In the event Customer terminates this Agreement prior to the expiration of any Initial or Renewal Term,or
<br /> the Customer fails to perform any of Its obligations under this Agreement,including but not limited to the Customer being In Default,In addition to all rights and remedies provided at law or
<br /> In equity,liquidated damages(which Customer acknowledges and agrees is not a penalty)shall be calculated and paid as follows:eighty percent of the Customer's average monthly
<br /> charge multiplied by the number of months,including any partial months,remaining until the expiration date of the then current term hereof. Company has the right to terminate this
<br /> Agreement at any time by giving Customer at least thirty(30)days notice In the event that It is unable to continuer performing Its obligations under this Agreement due to revocation,
<br /> cancellation,suspension,or termination of any permit required to perform this Agreement or In the event that a change in any law or regulation makes I Impractical or uneconomical,in the
<br /> Company's,sole discretion,to continue performing this Agreement.
<br /> 14.MISCELLANEOUS.(a)The prevailing party Is entitled to recover reasonable fees and court costs,including attorneys'fees,In interpreting or enforcing this Agreement.In the event
<br /> Customer falls to pay Company all amounts due hereunder,Company will be entitled to collect all reasonable collection costs or expenses,Including reasonable attorneys fees,court costs
<br /> or handling fees for returned checks from Customer,(b)The validity,interpretation and performance of this Agreement shall be construed In accordance with the law of the state of
<br /> California;(c)If any provision of this Agreement Is declared Invalid or unenforceable,then such provision shall be deemed severable from and shall not affect the remainder of this Agreement,which shall
<br /> remain M full force and effect;(d)Customers payment obligation for services and the Warranties and Indemnification made by each party shag survive termination of No Agreement,
<br /> 15.PAVEMENT DAMAGEIEQUIPMENT.Company shall not be responsible for damage to Customer's pavement or other driving surface due to the weight of the Company's vehicles.Any
<br /> equipment supplied will remain Company's property.Customer will be responsible for any loss or damage resulting from Customers use,possession or handling of the equipment,except
<br /> for normal wear and tear.Customer will use the equipment only for Its Intended purpose and will not overload by weight lir volume,move or alter the equipment and will lake reasonable
<br /> precautions to prevent others from doing the some.On collection day,Customer ole provide unobstructed access to the equipment,and if the equipment Is Inaccessible or overloaded,
<br /> Customer's service will be subject to an additional charge.
<br /> 16.EXCLUSIVENESS. Customer agrees not to use any alternative means of waste disposal or any other company or entity for Its Regulated Medical Waste disposal service during the
<br /> Tenn of this Agreement and any Renewal Tenn, Unless otherwise agreed upon In writing exclusivity applies to ail leased suits and offices N this contract is for a medical building with
<br /> multiple tenants. Prime Waste Management reserves the right to deal act*with the customer and not with any third party agents of the customer for all purposes totaling to this
<br /> agreement Customer represents and warrents to Prima Waste Management that It is the modest waste generator and Is acting for Its own account and not to liquidated damages,In the
<br /> amount set forth herein for Customer's breach of representation and warranty.
<br /> 17.STATUS AS INDEPENDENT CONTRACTOR. Company's relationship with Customer as stated herein this Agreement Is that of an Independent contractor.
<br /> 16.GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws.
<br /> 19.NOTICES. All notices that the parties desire or are required to give under this Agreement shall be In writing and sent to the parties at the addresses set forth In this Agreement.
<br /> 20.SIGNATURES.A photocopy,facsimile,or electronic copy of a signature shall be as effective as an original. This Agreement may be signed in counterparts,all of which taken together
<br /> as a whole constitute one Agreement
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