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Terms & Conditions
<br />1. “Infectious Waste” as used in this agreement, means infectious agents, and associated biological human blood and blood products, pathological
<br />waste, trace chemotherapy waste, pharmaceutical waste, contaminate sharps, waste from surgery and autopsy, miscellaneous laboratory waste, dialysis,
<br />and any other waste defined as “infectious waste”,” medical waste”,” biohazardous waste”, or any similar terminology under applicable laws and
<br />regulations. “Infectious Waste” shall NOT include hazardous or toxic fluids, research or productive mycotoxins, heavy metals (lead or mercury), bulk
<br />chemicals or reagents, volatiles, explosives, pressurized containers, fetal and anatomical remains, bulk chemotherapy waste, radioactive waste, and all
<br />hazardous waste as defined in applicable local, state, and federal laws and regulations or any other items not specifically included within the definition of
<br />infectious waste set forth previously.
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<br />2. Barnett Medical Services (BMS) shall collect all the customers infectious waste in a manner consistent with the applicable federal, state, and local laws
<br />and regulations, and according to the schedule agreed upon by BMS and customer to meet Customer’s disposal needs, as outlined in the attached
<br />Service Agreement. This schedule may be changed, from time to time, by mutual consent to reflect changes in the operating conditions of either party.
<br />All infectious waste collected from Customer will be processed at BMS’s facility or another licensed facility utilizing steam sterilization or incineration
<br />treatment as prescribed by applicable federal, state, and local regulations. BMS will provide the Customer documentation required by federal, state, and
<br />local agencies and maintain the associated records for the period of not less than three (3) years, or longer as required by law.
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<br />3. BMS will provide reusable containers for the collection and transport of infectious waste. The Customer will compensate BMS in accordance with the
<br />service terms of this agreement. The Customer will ensure that all infectious waste deposited in the containers conforms to all federal, state, and local
<br />regulation and is packaged, segregated, and labeled in appropriate containers. in conformity with applicable federal, state, and local regulations. BMS
<br />may, at its sole discretion, refuse to collect containers that are improperly packaged, labeled, wet, leaking, or damaged in any way.
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<br />4. Service Charges: Changes to the type, size, and frequency of service with corresponding adjustments to the rates may be made by the mutual
<br />agreement of both parties. The customer will incur a “No Waste Stop Charge” equal to their current container rate if no waste is available for collection by
<br />BMS during the scheduled service call. This “No Waste Stop Charge” will be waived should the customer cancel (via phone call or email) the scheduled
<br />collection a minimum of 48 hours in advance.
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<br />5. Rate Adjustments: BMS reserves the right to increase contract rates annually because of extraordinary and unexpected increases in operating
<br />expenses will be negotiated with Customer should they occur.
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<br />6. Termination: Either party may initiate termination of this service agreement for cause with a sixty (60) day written notice to the other party by U.S.
<br />Certified mail. The cause for termination by Customer may be for lack of performance, BMS is unable to price match another vendor, or violation of law.
<br />Such notification shall state, with specificity, the cause for the proposed termination and give the other party thirty (30) days in which to satisfactorily
<br />cure the cause; however, in the absence of such cure to the satisfaction of the notifying party, termination will occur within the timetable set forth in the
<br />notification. In the absence of prior written notice from either party to the contrary, this Service agreement shall continue without interruption. BMS and
<br />Customer shall have the right to terminate this agreement at the end of the initial term or successive terms effective upon sixty (60) days prior written
<br />notice.
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<br />8. BMS agrees to maintain general liability, vehicle liability, and workman’s compensation insurance covering any loss or damage that may arise out of
<br />the negligent action or omissions of BMS or its personnel in providing services pursuant to this agreement in an amount no less than two million dollars
<br />($2,000,000) per occurrence. BMS will provide the customer, upon request, with a certificate of insurance evidencing such coverage.
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<br />9. BMS will indemnify and hold harmless the Customer, its agents and employees from all liability, claims, actions, and costs, arising from wrongful acts
<br />or omissions by BMS, its agents, employees, or subcontractors, including the costs of defense and attorney fees. The Customer agrees to indemnify and
<br />hold harmless BMS, its agents and employees from all liability, claims, actions, and costs, arising from wrongful acts or omissions by BMS, its agents,
<br />employees, or subcontractors, including the costs of defense and attorney fees.
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<br />10. Assignments: BMS or the Customer may assign any or all their rights and duties under this agreement at any time upon written notification to the
<br />other party.
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<br />11. Confidentiality: This agreement and their terms and conditions are confidential. Both the client and BMS will keep the terms and pricing including
<br />the volumes confidential. Both parties acknowledge that significant damage will be done to the other party if the terms and conditions of this agreement
<br />are breach. The breaching party will be liable to the other party for full damage including legal costs in the event of a breach.
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<br />12.The Parties agree that all claims and disputes arising under or relating to this Agreement are first to be settled by mediation by a licensed mediator
<br />chosen by BMS. Any unresolved disputes arising after mediation under or relating to this Agreement are to be settled by binding arbitration. The parties
<br />shall be bound by any of the applicable arbitration rules and any award/decision rendered. Any decision or award because of any such arbitration
<br />proceeding shall be in writing and shall provide an explanation for all decisions. Any such arbitration shall be conducted by an arbitrator, licensed in
<br />California, and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.
<br />Unless the parties agree otherwise, the same individual will not serve as both mediator and arbitrator.
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<br />13. This agreement shall be governed by the laws and statutes of the State of California and embodies the whole agreement of the parties. There are no
<br />promises, terms, conditions, or obligations other than those contained herein. This agreement shall supersede all previous communications,
<br />representations, or agreements, either oral or written, between parties hereto.
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<br />______________ _____________
<br />Customer Initial BMS Initial
<br />Docusign Envelope ID: 6A5366A0-DB3F-47AE-B2A3-27278ADBB88E
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