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TERMS AND CONDITIONS
<br /> 1. 'Biomedical Waste Services (a) Stericycle, c.("SRCL")shall collect,transport,treat and dispose*aiomedical Waste generated by Customer during
<br /> the term of this Agreement. "Biomedical Waste"means sharps,hypodermic needles,syringes,microbial cultures,tissue cultures,animal tissues or organs,animal
<br /> carcasses,animal bedding, laboratory containers and slides that meet the definition of regulated medical waste under 29 CFR 1910.1030 or 49 CFR 173.134 and
<br /> infectious substances arising from those agents listed under 42 CFR 72.3 as well as trace Non-Hazardous Chemotherapy Waste."Non-Hazardous Chemotherapy
<br /> Waste"is defined as discarded items which have been contaminated by chemotherapeutic, cytotoxic, or antineoplastic drugs and/or agents, provided that such
<br /> items, including vials and syringes, shall be "empty" as defined in applicable federal, state, county or municipal laws, regulations and guidelines. Biomedical
<br /> Waste does not include, and SRCL may decline to handle, collect, treat or dispose of, any other waste or other material not falling within the definition of
<br /> Biomedical Waste("Non-Conforming Waste"), including but not limited to(a)fetal remains and human torsos, (b)radioactive,reactive,corrosive,ignitable or toxic
<br /> wastes and any and all other hazardous wastes and substances as defined in any applicable federal,state,county or municipal laws,regulations and guidelines,
<br /> and (c) pharmaceutical materials (except to the extent that SRCL gives prior written approval and the pharmaceuticals are packaged according to instructions
<br /> provided),and(d) improperly classified and/or improperly packaged Biomedical Waste.
<br /> (b) Customer is solely responsible for properly segregating, packaging and labeling Biomedical Waste. Customer agrees that all containers SRCL supplies to
<br /> Customer shall be collected and disposed of only by SRCL or its designated representatives. The storage of Biomedical Waste shall be confined to an area on
<br /> Customer's premises to which only personnel authorized by Customer or SRCL shall have access. Customer shall not place the following items inside'red bag
<br /> medical waste containers: (1)pharmaceutical waste; (2) RCRA characteristic chemotherapy waste which has an alcohol base that makes the mixture ignitable,
<br /> such as Vepesid; (3) Chlorambucil, Cyclophosphamide, Daunomycin, Melphalan, Mitomycin C, Streptozotocin, and Uracil Mustard (which are listed RCRA
<br /> Hazardous Wastes and must be managed as such). Customer shall only place sharps in designated sharps containers. SRCL may at its discretion refuse to
<br /> collect containers that are improperly packaged or labeled,or that are wet or leaking,and in any event Customer shall be liable for all injuries,losses and damages
<br /> that result from such containers. Title to Biomedical Waste collected from Customer shall transfer and vest in SRCL at the time it is loaded into SRCL's truck.
<br /> Customer shall have title to Biomedical Waste at all prior times.Customer shall hold title to any Non-Conforming Waste at all times.
<br /> 2. Term and Pricing The term ("Term")of this Agreement shall be sixty(60)months from the date of execution of this Agreement.
<br /> (a)This Agreement shall automatically renew for successive terms of one year each("Extension Terms")unless either party has notified the other party in writing
<br /> during the sixty(60)day period prior to any such renewal date of its desire to terminate this Agreement. All Extension Terms shall be subject to the same terms
<br /> and conditions as this original Agreement.
<br /> (b) SRCL may adjust the contract price to account for operational changes it implements to comply with changes in law, to cover increases in the cost of fuel,
<br /> insurance, or residue disposal, or to otherwise address cost escalation. SRCL may charge Customer a fee to cover its administrative costs in the event that
<br /> Customer changes its service requirements during the Term or Extension Term.
<br /> (c)if Customer breaches this Agreement by terminating SRCL's collections prior to the expiration of its Term or any Extension Term,or in any other way violates
<br /> this agreement in such a way that SRCL's continued performance is rendered impossible or commercially impracticable,then,in addition to any rights and
<br /> remedies SRCL may have at law or in equity,SRCL shall be entitled to collect from Customer an amount in liquidated damages equal to 50%of Customer's
<br /> average charge on a monthly basis based on the 12 months'billings prior to the cessation of collections(or based on any lesser period if the contract began less
<br /> than twelve months earlier)times the number of months,including prorated partial months,remaining until the expiration date of the Term or Extension Term.
<br /> Customer hereby acknowledges that SRCL's damages resulting from the premature termination of collections are impossible of estimation,and include lost profits,
<br /> inefficiencies resulting from route changes and reduced treatment plant throughput,increased administrative overhead,unrecoverable sunk training/instruction
<br /> costs,and other elements of injury,and acknowledges further that the foregoing charge is reasonable and is not a penalty.
<br /> (d) SRCL shall have the right to terminate this Agreement at any time by giving Customer at least sixty(60)days notice in the event that it is unable to continue
<br /> performing its obligations under this Agreement due to the suspension,revocation,cancellation or termination of any permit or required to perform this Agreement
<br /> or in the event that a change in any law,regulation or ordinance makes it impractical or uneconomical,in SRCL's sole discretion,to continue performing this
<br /> Agreement.
<br /> 3. Billing SRCL shall provide Customer with monthly,quarterly or annual invoices that are due upon receipt. Customer agrees to pay a late charge on any
<br /> amounts owed to SRCL that are more than 30 days old,at a rate equal to the lesser of 1 %%per month or the maximum rate permitted by law. Customer shall
<br /> bear any costs that SRCL may incur in collecting overdue amounts from Customer,including,but not limited to,reasonable attorneys'fees and court costs.
<br /> Should any amounts due pursuant to this Agreement remain unpaid for more than 30 days from the date of the debt's first invoice,SRCL shall have the option,
<br /> without notice to Customer,to suspend service under this Agreement until the overdue amounts(plus late charges and collection fees)are paid. In the event that
<br /> SRCL suspends services under this Agreement for any reason,including the expiration or termination of this Agreement or Customer's breach(see 2(c),above),
<br /> SRCL may remove all containers belonging to it from Customer's premises. Any non-compliant containers will-be billed an additional container charge at the
<br /> current container rate. Non-compliant containers include containers that are overweight under applicable laws or regulations or containers holding Non-
<br /> Conforming Waste.
<br /> 4. Surcharge SRCL may also impose a surcharge in the event that SRCL attempts to pick up waste at a Customer location(on either a scheduled pick-up or in
<br /> response to a Customer request)and,through no fault of SRCL,either(a)there is no Biomedical Waste for SRCL to pick up,(b)waste is not ready for pick-up or
<br /> (c)the Customer location is closed.
<br /> 6. Liability for Equipment Customer shall have the care,custody and control of containers and other equipment placed at Customer's premises which is
<br /> owned by SRCL and accepts responsibility and liability for the equipment and its contents except when it is being physically handled by employees of SRCL.
<br /> Customer agrees to defend,indemnify and hold harmless SRCL from and against any and all claims for loss or damage to property,or personal injury or death,
<br /> resulting from or arising in any manner out of Customer's use,operation or possession of any containers and other equipment furnished under this Agreement.
<br /> Any damage to such property and equipment,other than normal wear and tear,will be charged to the Customer,and payable to SRCL as additional service cost.
<br /> 6. Indemnification SRCL shall indemnity and hold Customer harmless from any liabilities arising from the gross negligence or willful misconduct of SRCL in
<br /> the performance of its obligations under this Agreement. Customer shall indemnify and hold harmless SRCL from any liabilities arising from the gross negligence
<br /> or willful misconduct of Customer,which shall include,but not be limited to,failure to properly store,package,label,or segregate Biomedical Waste and any
<br /> liabilities relating to Non-Conforming Waste,whether or not collected,transported or treated by SRCL. Each party agrees to pay the reasonable attorneys'fees
<br /> and costs incurred by the other in bringing a successful indemnification claim under this Paragraph. Customer agrees to pay SRCL's reasonable attorney's fees
<br /> incurred for any successful defense by SRCL of a suit for indemnification brought against SRCL by Customer.
<br /> 7. Compliance with Laws SRCL hereby agrees to carry General Liability,Automobile Liability,and Workmen's Compensation Insurance as required by
<br /> applicable state law,and to otherwise comply with all federal and state laws,rules and regulations applicable thereto and relating to its performance hereunder.
<br /> As of the date of this Agreement,SRCL has obtained all necessary permits,licenses,zoning and other federal,state or local authorizations required to perform the
<br /> services under this Agreement and will furnish copies of these to Customer upon request. Customer hereby agrees to comply with all federal and state laws,rules
<br /> and regulations applicable to its handling of Biomedical Waste and its performance under this Agreement,including,without limitation,all applicable record
<br /> keeping,documentation and manifesting requirements. SRCL and Customer shall keep and retain adequate books and records and other documentation
<br /> including personnel records,correspondence,instructions,plans,receipts,vouchers,copies of manifests and tracking records and any other records or reports or
<br /> memoranda consistent with and for the periods required by applicable regulatory requirements and guidelines pertaining to storage or handling of Biomedical
<br /> Waste and the services to be performed under this Agreement.
<br /> 8. Exclusivity Customer agrees to use no other Biomedical Waste disposal service or method during the Term of this Agreement and any Extension Terms.
<br /> 9. Excuse of Performance SRCL shall not be responsible if its performance of this Agreement is interrupted or delayed by contingencies beyond its control,
<br /> including,without limitation,acts of God,war,blockades,riots,explosion,strikes,lockouts or other labor or industrial disturbances,fires, accidents to equipment,
<br /> injunctions or compliance with laws,regulations,guidelines or orders of any governmental body or instrumentality thereof(whether now existing or hereafter
<br /> created).
<br /> 10. Independent Contractor SRCL's relationship with Customer pursuant hereto is that of an independent contractor,and nothing in this Agreement shall be
<br /> construed to designate SRCL as an employee,agent or partner of or a joint venture with Customer.
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