|
� J
<br /> STERI-SAFE(SM)TERMS AND CONDITIONS
<br /> { Account/Site#6019710-002
<br /> I.Regulated Medical Waste Services:(a)Stericycle,Inc.shall collect,transport,treat and dispose of all Regulated Medical Waste(except Non-conforming Waste)
<br /> generated by Customer during the term of this Agreement.(b)Responsibility for transportation of Regulated Medical Waste collected from Customer shall transfer
<br /> and vest in Stericycle at the time it is loaded onto Stericycle's vehicle.Customer shall have title to Regulated Medical.Waste at all prior times.Customer shall hold
<br /> ! title to any Non-Conforming Waste at all times,whether refused for collection or returned to the customer for proper disposal after collection.All Regulated Medical
<br /> Waste must be accompanied by a properly completed shipping document pursuant to 49 CFR 172.202(Manifest).(c)Stericycle employees may refuse containers that
<br /> are determined to be Non-Conforming Waste as identified in the Waste Acceptance Policy(WAP).Customer shall place only"Regulated Medical Waste"as defined
<br /> by 49 CFR 173.134 or by any other federal,state and local regulations.(d)Customer represents and warrants that i)the waste presented for disposal will not contain
<br /> any"hazardous","toxic","radioactive"or Non-Conforming Wastes as defined by all applicable laws,regulations and the WAP,ii)the waste strictly conforms to
<br /> Stericycle's WAP and their local laws and regulations concerning Regulated Medical Waste and iii)they have reviewed the attached WAP and its complete definitions
<br /> and requirements.(e)Customer shall be liable for any and all injuries,losses and damages resulting from Non-Conforming Waste.(f)All lab wastes or materials
<br /> which contain or have the potential to contain infectious substances arising from those agents listed under 42 CFR 72.3 are strictly prohibited from medical waste by
<br /> federal law and must be pretreated prior to disposal.(g)Further definitions are included under the current WAP,which is attached and made a part of this Agreement
<br /> and specifically incorporated herein.Stericycle reserves the right to change the WAP at any time to ensure compliance with applicable laws or regulations.A copy of
<br /> Stericycle's Waste Acceptance Policy may also be obtained from your local Stericycle representative.
<br /> 2.Term and Pricing:Subject to the provisions below,the term("Term")of this Agreement shall be 36 months from the Effective Date.(a)This Agreement shall
<br /> automatically renew for successive terms equal to the original Term(each an"Extension Term')unless either party has given sixty(60)days notice,in writing,during
<br /> the six(6)month period prior to the renewal date of its desire to terminate this agreement.All Extension Terms shall be subject to the terms and conditions hereunder.
<br /> (b)Stericycle reserves the right to adjust the contract price to account for operational changes it implements to comply with documented changes in law,to cover
<br /> increases in the cost of fuel,insurance,or residue disposal,or to otherwise address cost escalation.Stericycle may charge Customer a fee to cover its administrative
<br /> costs in the event that Customer changes its service requirements or program level during the Term or Extension Term.Stericycle may change the price of any of its
<br /> goods or services not covered by this Agreement at any time without notice to Customer.(c)In the event Customer terminates this Agreement prior to expiration of
<br /> the term hereof(or any"Extension Term")or fails to perform any of its obligations under this Agreement,Stericycle shall have,without limitation,all rights and
<br /> remedies provided at law or in equity,as well as the right to recover from Customer an amount(which the parties hereby acknowledge constitutes Stericycle's
<br /> liquidated damages and not a penalty)equal to fifty percent of the Customer's average monthly charge multiplied by the number of months(including any partial
<br /> months),remaining until the expiration date of the then current term hereof.(d)Stericycle shall have the right to terminate this Agreement at any time by giving
<br /> Customer at least sixty(60)days notice in the event that it is unable to continue performing its obligations under this Agreement due to the suspension,revocation,
<br /> cancellation or termination of any permit required to perform this Agreement or in the event that a change in any law or regulation makes it impractical or
<br /> uneconomical,in Stericycle's sole discretion,to continue performing this Agreement.
<br /> 3.Billing:Stericycle 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 Stericycle that are more than 30 days old,at a rate equal to the lesser of 1'40/6 per month or the maximum rate permitted by law.Customer shall bear
<br /> any costs that Stericycle may incur in collecting overdue amounts from Customer,including,but not limited to,reasonable attorneys'fees and court costs.Should any
<br /> amounts due pursuant to this Agreement remain unpaid for more than 30 days from the date of the debt's first invoice,Stericycle shall have the option,without notice
<br /> to Customer,to suspend service under this Agreement until the overdue amounts(plus late charges and collection fees)are paid.In addition to Stericycle's charges for
<br /> services and products under this Agreement,the Customer shall pay all taxes imposed or levied by any governmental authority with respect to such services or
<br /> products.These taxes include all sales,use,excise,occupation,franchise and similar taxes and tax-like fees and charges(but do not include any taxes on Stericycle's
<br /> net income).Stericycle shall cooperate with the Customer to determine the applicability of any exemption certificates that the Customer provides to Stericycle in a
<br /> timely manner.In the event that Stericycle suspends services under this Agreement for any reason,including the expiration or termination of this Agreement or
<br /> Customer's breach(see 2(c),above),Stericycle may remove all containers belonging to it from Customer's premises and assess a$50.00 pick up fee for such removal.
<br /> Any non-compliant containers will be billed an additional container charge at the current container rate.Non-compliant containers include containers that are
<br /> overweight under applicable laws or regulations or in excess of 60 pounds or containers holding Non-Conforming Waste,(including hazardous or radioactive waste or
<br /> improperly packaged or labeled medical waste.)
<br /> 4.Surcharge:Stericycle may also impose a surcharge in the event that Stericycle 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 Stericycle,either(a)there is no Regulated Medical Waste for Stericycle to pick up,(b)waste is not ready for
<br /> pick-up or(c)the Customer location is closed.Excess waste volumes significantly greater than average volume for similar generators shall be subject to a surcharge at
<br /> the current surcharge container rate($35.00)at Stericycle's discretion.Stericycle will'impose this surcharge to deter abuses,including but not limited to,solid waste
<br /> disposed in the medical waste stream,or Customer consolidation of the waste of several generators under one site.
<br /> S.Liability for Equipment:Customer shall have the care,custody and control of containers and other equipment owned by Stericycle and placed at Customer's
<br /> premises and accepts responsibility and liability for the equipment and its contents except when it is being physically handled by employees of Stericycle.Customer
<br /> agrees to defend,indemnify and hold harmless Stericycle from and against any and all claims for loss or damage to property,or personal injury or death,resulting
<br /> from or arising in any manner out of Customer's use,operation or possession of any containers and other equipment furnished under this Agreement.Any damage or
<br /> loss to such containers and equipment,other than normal wear and tear,will be charged to Customer at full replacement value.
<br /> 6.Indemnification:(a)Stericycle shall indemnify and hold Customer harmless from any liabilities arising from the gross negligence or willful misconduct of
<br /> Stericycle in the performance of its obligations under this Agreement.Customer shall indemnify and hold harmless Stericycle from any liabilities arising from the
<br /> gross negligence or willful misconduct of Customer,which shall include,but not be limited to,failure toproperly store,package,label,or segregate Regulated Medical
<br /> Waste and any liabilities relating to Non-Conforming Waste,whether or not collected,transported or treated by Stericycle.Each party agrees to pay the reasonable
<br /> attorneys'fees and costs incurred by the other in bringing a successful indemnification claim under this Paragraph.Customer agrees to pay Stericycle's reasonable
<br /> attorney's fees incurred for any successful defense by Stericycle of a suit for indemnification brought against Stericycle by Customer.(b)Stericycle will indemnify
<br /> and hold harmless any Customer who subscribes to a Preferred Program from any fine or portion thereof resulting from an OSHA citation explicitly describing a
<br /> blood-bome pathogen or medical waste management practice specifically addressed only by the Preferred Program training and materials.Provided,however,that
<br /> Stericycle's obligation to indemnify Customer under this sub-Paragraph(b)is contingent upon(1)Customer having followed or following each recommendation and
<br /> instruction included in the Preferred Program(whether expressed verbally by employees or agents of Stericycle or as set forth in any written or electronic materials)
<br /> and(2)Customer notifying Stericycle as soon as possible after it Icams that it will be the subject of an OSHA inspection,and shall allow employees or agents of
<br /> Stericycle to attend the inspection and to defend the Customers blood-bome pathogen and medical waste management practices during the inspection.Customers
<br /> failure to perform any of its obligations under this sub-Paragraph(b)to Stericycle's satisfaction shall absolve Stericycle of its indemnification responsibilities under
<br /> this sub-Paragraph(b).This sub-Paragraph(b)applies only to the Preferred Level Program.
<br /> 7.Compliance Materials:To the extent that Stericycle provides Customer with any electronic or printed materials(the"Compliance Materials')it provides these
<br /> materials subject to a limited license to Customer to use the Compliance Materials for Customer's own,non-commercial use.Stericycle may revoke this license at its
<br /> discretion at any time.Customer may not copy or distribute the Compliance Materials in any manner,not use or republish the Compliance Materials for or to any third
<br /> party or audience,including but not limited to business/trade groups or associations,chambers of commerce,professional,fraternal or educational associations or
<br /> reciprocating or cooperating service providers.Customer acknowledges the prejudice that it causes to Stericycle by its violation of the foregoing terms as well as the
<br /> difficulty in calculating economic damage to Stericycle as a result thereof and therefore agrees to pay to Stericycle the sum of$5000.00 for each such violation of
<br /> those terms.Customer agrees to return all Compliance Materials to Stericycle at Customer's expense at the expiration or termination of this Agreement.Stericycle
<br /> may charge Customer a fee for failure to return Compliance Materials at the expiration of the Term or a restocking fee for recur of materials prior to the expiration of
<br /> the Term.
<br /> 8.Compliance with Laws:Stericycle hereby agrees to carry General Liability,Automobile Liability,and Workmen's Compensation Insurance as required by
<br />
|