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<br /> Service Agreement: Hazardous Drug Disposal Service
<br /> "Parties"
<br /> "'Customer" rrSSWS["
<br /> Billing Name American Medical Response Name Stericycle Specialty Waste Solutions,Inc.
<br /> Billing Address 400 South Fresno Avenue Address 2850100th Court NE
<br /> Billing City,St,Zip Stockton,CA.95203 City,St Zip Blaine,MN 55449
<br /> Billing Phone 209-944-
<br /> 09-944 Billing Fax 209-941-4855 Phone 612-285-9865 Fax 612-285-9000
<br /> 0630
<br /> Agreement Effective Date: April 1.2014 Term of Agreement("Initial Term"): 36 Months
<br /> Terms and Conditions
<br /> This Service Agreement("Agreement')between the Parties(specified above)shall apply to all goods('Supplies')and services provided by SSWSI to Customer at the Service Locations)
<br /> provided in Schedule B and shall automatically renew for successive terms equal to the Initial Term unless either of the Parties has given written notice of termination at least 60 days prior
<br /> to termination of the initial Term or any successive term. Customers Waste Profile(s),analytical testing,A7SDS(s),reports of process generating waste,proposals and other information
<br /> provided are hereby Incorporated. Customer authorizes SSWSI to prepare,execute and submit additional applications required to manage Customers Waste. Customer understands that all
<br /> Items to be transported are to be offered in accordance with the requirements of 49 CFR subparts 100-185 or Customer agrees to pay overpack or added labor charges,as necessary,to
<br /> conform to these requirements. Items offered for transportation must be free of Hazardous residue on external surfaces and be properly segregated to meet U.S.Department of
<br /> Transportation requirements.All Terms and Conditions,except item 1 below,shall survive this Agreements termination.
<br /> 1. Customer agrees that white this Agreement Is In effect,SSWSI has the exclusive right to provide:(a)the Supplies and servlce(s)described in Schedule A,and(b)all other Supplles and
<br /> services provided to Customer by SSWSI during the time beginning with the Agreement Effective Date until this Agreement is terminated.
<br /> 2. If Customer breaches this Agreement by terminating SSWSI's service prior to the expiration of its Term orany Extension Term,or in any otherway violates this agreement in such a way
<br /> that SSWSI's continued performance is rendered impossible or commercially impracticable,then,In addition to any rights and remedies SSWSI may have at law or in equity,SSWSI shall
<br /> be entitled to collect from Customer an amount in liquidated damages equal to fifty(50)percent of Customer's average charge on a monthly basis based on the twelve(12)months'
<br /> billings prior to the cessation of collections(or based on any lesser period H the contract began less than twelve months earlier)multiplied by the number of months remaining until the
<br /> expiration date of the Term or Extension Term. Customer hereby acknowledges that SSWSI's damages resulting from the premature termination of collections are impossible of
<br /> estimation and include lost profits,inefficiencies resulting from route changes,increased administrative overhead,unrecoverable sunk tralningfinstruction costs and other elements of
<br /> injury,and acknowledges further that the foregoing charge is reasonable and is not a penalty.
<br /> 3. SSWSI reserves the right to 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,Insurance,or
<br /> residue disposal,or to otherwise address cost escalation.SSWSI may charge Customer a fee to cover its administrative costs In the event that Customer changes its service requirements
<br /> during the Term or Extension Term.
<br /> 4. Customer is responsible for and shall pay for all damage(s)to SSWSI's equipment or SSWSI's Subcontractors equipment caused by Customer or Customer's Contractor.
<br /> S. Customer agrees that SSWSi shall have the option to utilize Subcontractors to provide the Supplies and services contemplated by this Agreement.
<br /> 6. SSWSI's performance shall be contingent on the TSDF's approval of Customer's Waste. SSWSI shall be excused from performance In the event Its Contractor or TSDF becomes
<br /> unavailable to SSWSI for any reason.
<br /> 7. Health Insurance Portability and Accountability Act(HIPAA):SSW51 agrees to use and disclose Protected Health Information In compliance with the Standards for Privacy of
<br /> Individually Identifiable Health Information('Privacy Rule')(45 C.F.R.Parts 160 and 164)under the Health Insurance Portability and Accountability Act of 1996.The definitions set forth
<br /> in the Privacy Rule are Incorporated by reference into this Agreement(45 C.F.R.§§160.103 and 164.501).
<br /> 8. Payment terms are net 30 days from invoice date. A finance charge equal to 18%per annum,or the maximum amount permitted bylaw shall be charged to overdue invoices. SSWSI
<br /> may terminate this Agreement at anytime for non-payment. Customer agrees that all monetary disputes related to services provided during this Agreement or after this Agreement is
<br /> terminated,may,at SSWSI's sole election,be submitted to binding arbitration in the State of Illinois under the rules of the American Arbitration Association. SSWSI shall be entitled to
<br /> payment equal to costs Incurred in collecting payment from Customer including reasonable attorneyfees and collection fees($500 minimum).
<br /> 9. Customer agrees to offer only Conforming Waste(s)to SSWSI. Customer agrees to notify SSWSI In the event the character and/or process that generates the Waste changes and,if so,
<br /> submit a new Waste Profile to SSWSI for that Waste. Customer also agrees to provide SSWSi with analytical testing as periodically required by SSWSI to confirm that Customer's
<br /> Waste(s)are Conforming Waste(s).
<br /> 10. Customer shall pay or reimburse SSWSI for any and all expenses,fines,analytical fees,clean-up expenses,transportation fees,storage fees,disposal fees,and reasonable attorney fees
<br /> Incurred by SSWSI,SSWSI's Subcontractor,or TSDF as a result of Customer's breach of any provision of this Agreement,including,but not limited to,Customer offering Waste that is not
<br /> Conforming Waste,whether before,on or afterthe Initial Term or anysuccessive term of this Agreement,to SSWSI,SSW51's Subcontractors,or TSDF.
<br /> 11. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns,
<br /> 12. Title and Risk of Loss to Conforming Waste:Title and Risk of Loss to Conforming Waste(excluding Waste that is land disposed or land applied)shall be vested in SSWSI at such a time as
<br /> It is loaded onto vehicles)of SSWSI or SSWSI's Subcontractor(s)until such a time that SSWSI or SSWSI's Subcontractor(s)delivers said Conforming Waste to the TSDF(s),then Title and
<br /> Risk of Loss shall transfer to TSDF(s). SSWSI warrants that SSWSI shall only deliver Customer's Waste to TSDF(s)with whom SSWSI has a written contractual relationship whereby Title
<br /> and Risk of Loss for Conforming Waste transfers to the TSDF(s),upon delivery,of said Conforming Waste from SSWSI or SSWSI's Subcontractor(s),to the TSDF(s).
<br /> Title and Risk of Loss to Customers Waste that Is not Conforming Waste('Pion-Conforming waste'):Title and Risk of Loss to Customers Waste that Is not Conforming Waste("Non-
<br /> Conforming Waste')shall remain with Customer,until the required steps have been taken to develop 1.)an accurate Waste Profile,I!.)an accurate shipping manifest(s),and iii.)
<br /> accurately labeled containers,to meet Federal,state and local laws and regulations. once all discrepancies have been resolved,and the Customer's Hon-Conforming Waste is rendered
<br /> Conforming Waste,Title and Risk of Loss forsald Waste shall be vested in SSWSI in accordance with the terms specified under Title and Risk of Loss to Conforming Waste above. SSWSI
<br /> may,solely as an accommodation to Customer,and at the Customers sole additional expense,assist In resolvingsaid discrepancies and/or arrange for the proper handling,storage,and
<br /> transportation of such Waste in accordance with applicable Federal,state and local laws and regulations,until such a time that the Non-Conforming Waste has been rendered
<br /> Conforming Waste or has been returned to the Customer or Customer's designee. SSWS1 shall exert reasonable care in the storage and handling of Customers Non-Conforming Waste.
<br /> By signing below,I acknowledge that I am Customer's authorized officer or agent and have the authority to bind Customer to this Agreement. Customer agrees to
<br /> be bound by the Terms and Conditions hereof including the Supplementary Definitions and other information provided In Schedule A.
<br /> Customer SSWSI
<br /> S�natu p Signature
<br /> Nam ease Print) (�,/,f_"�!r- Name(Please Print)
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