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Docusign Envelope ID:6A5366A0-DB3F-47AE-B2A3-27278ADBB88E
<br /> 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.
<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.
<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.
<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.
<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.
<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.
<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.
<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.
<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.
<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.
<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.
<br /> 13. This agreement shall be governed by the laws and statutes of the State of California and embodies the whole agreement of Lhe parties.There are no
<br /> pro Initial terms,conditions,or obligations other than those contained herein.This agreement shall supersede all previou communications,
<br /> re or agreements,either oral or written,between parties hereto. �1
<br /> Customer Initial BMS Initial
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