HomeMy WebLinkAboutDocumentation_Regular_Tab 11_01/11/2007VILLAGE OF TEQUESTA
MEETING AGENDA ROUTING SHEET
MEETING DATE: January 11, 2007
AMENDED MEETING DATE:
SUBJECT: Revised contract to Stericycle, Inc. for of Bio-Hazardous Medical Waste
Disposal.
COVER MEMO ATTACHED: Yes
RESOLUTION OR ORDINANCE NUMBER: None
ORIGINATING DEPARTMENT: Fire
DEPARTMENT HEAD APPROVAL
FUNDING SOURCE:
ACCOUNT NUMBER: 001.193-544.301
CURRENT BUDGETED AMOUNT AVAILABLE: $ $3,774.00
AMOUNT OF THIS ITEM: $1,320.00
BUDGETED BALANCE REMAINING: $2,454.00
(PIGGYBACK CONTRACT NAME AND # N/A
OR
COMPETITIVE BID FOR ANYTHING OVER $10,000 -ATTACH 3 BIDS)
APPROVALS:
FINANCE DIRECTOR , 6 ,;
;' ,
VILLAGE MANAGER w
VILLAGE ATTORNEY (if Needed) Yes No X
PLEASE RETURN TO VILLAGE CLERK TO PLACE ON THE AGENDA
Memorandum
To:
From:
Date:
Subject:
Michael R. Couzzo, Village Manager
James M. Weinand, Fire Chief
December 20, 2006
Re-Negotiated Contract
Disposal.
for Bio-Hazardous Waste
Attached is a revised contract to Stericycle, Inc. for the
proper disposal of bio-hazardous waste generated on
Emergency Medical calls.
After noticing our costs escalating in regards bio-
hazardous waste disposal. We re-negotiated a contract with
our current vendor. The revisions to this contract will
save us approximately $1,800.00 per year for bio-hazardous
waste disposal.
In accordance with our Policies this contract needs to be
forwarded the Village Council. If you see fit, please
forward this contract to the January 11, 2007, Village
Council meeting.
Attch.
M:\Administration DocumentslVillage Manager\Agenda item for Stericycle Contract.doc
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Account/ Site # 8041587-001
~„~ ~ STERIeSaFEs"' .SERV'ICE.4GREEMEI`IT
me:
Aggress 1:
Address 2~
Ci Stat
E-Mail:
P~QI:
Contact:
Service Address
7~u~*~ Deot of Fire-Rg~'ue
~`Z.seAlle`*' Dr
TY~uesta FL 38469-10,Q4
(561) 75-6250 ext. Fax: 561 575-623,5
Title;
Nam
Address i•
Address z:
City /State /Ziu;
E-Mail:
ne:
n ct:
Billi~,g Address fIf Di rend,
Title:
'The parties agree as follows:
1. The Effective date of this agreement is !2/}/Z046.
2. Stericyele shall remove and dispose of Customer's Regulated Medical Waste{Haaardous Waste as applicable) subject to the terms and conditions set forth below.
3. Stericycle will provide additional compliance services for the prices applicable to the service program level Customer has sele+aed below,
Servicesto be Provided
STERI-SAFE
Steri-safe Program Level nom
Mon hl Service Schedule $110.00 jeer Month)
' Monthly payment schedule only avaiWhle for selected programs H~ith pickup frequency greats than
i3 pickups per year.
Service Frequency ;iz lWeekly)
Additional Pick Up Charge $ 2$.00
(For stops in addition to your regular schedule.)
Maximum Med Waste Cont per Pickup 2
Medical Waste Container 5i:e Larne
Each Additional Container Charge $ 35.00
*Additionpl Waste r~tvices
Category Included w/ SS
Dental Waste ^ YES
Pharm ^ YES
ChemofPath ^ YES
Medical Waste Container Size _
Eadl Additional Container Charge $
* Not available in all areas.
ins, Charge Charge/Copt
By signing below I acknowledge that I am the Customer's authorized officer or agent and that I have the authority to bind Cusibmer M this Agreement.
Customer agrees to be hound by the terms and eanditioms that appear on tl~h second page henaof and comply with Steticycle's vNaste Acceptance Policy, bath
of which are irrte9ral parts of tlris Agreement.
CUSTOMER: X Title ~ "` '~- ~'" ate• '' ~~ ~~
PLEASE PRINT: • • Title
STERICYCLE; K ,Title Date:
PLEASE PRINT: _T'itte
STERICy~CLE USE ONLY
Type of Agreement New Term of agreement 24 Months
Tax Exempt: ^ YES ^ NO If YES, ID# (copy must accompany paperwork) PCO~ fl'1~ d ~~~~~ ,~~~
Purchase Order (if applicable) # From _/'~/ to _J_,_,/ ~~
Segment Code Affiliation Code $FDC ReC_ #
outing Informatlo (Operations Deitartment):
Med Waste Container Code __ Qty Special Waste Container Cade Qty None (sharps only) ^
Service Area Route # Setup Date -h/ First Pickup Date (Cycle Begin Oate) __._/_/
Day of Service: ^ Mon ^ Tues ^ Wed ^ Thurs ^ Fri Service Hours
Routing Comments
Stericvcle. Inc. • www.stericycie.wm
• P (0~0} 355- 77 . F (847) ~C7-975
The offer V/ill Expire on:12I181a6
1/31J2006 013106N5S
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STERI•SAFE~'"TERMS AND CONDITIONS AccountJSite # 804587- 0~1
1. Regulated Medical Waute Services (a) Upon the terms and conditions contained herein, Stcricycle, Inc. shall collect, transport, treat and dispose of all Regulated Medical Waste lexcept Non-
conforming Waste) generated by Customer during the term of this Agreement. Stcricycle employees tray refuse containers drat are determined to be Non-confornning Waste. (b) Title to Regulated
Medical Waste collzeted from Customer shall transfer and vest in Stcricycle at the time it k loadrd into Sterieycle's vehicle. Customer shall have title to Regulated Medical Waste at all pear times.
Customer shall hold title to any Non-Conforming Waste at all times, whedtcr refused for collection or rehuned to the customer for proper disposal after collection. (c) Alf Regtdated Medical W'asle must
he accompanied by a properly completed shipping document pursuant to 49 CFR 172.202 (Mani,iest}. (d) For purposes of this agreement, "Regulated Medioal Waste" means. (i) waste or reusable
material known to contain or suspected of containutg an infecdotrs substance in Risk Group 2 or 3 and generated in dre diagnosis, treatment, or immunization of btrman beings or animals; rtseacch on the
diagnosis treatment or immtmizaGon of human beings or animals; or the production or testing of biological products per dre definition of regulated medical waste (49 CFR 173.134); (ii) As defined in 29
CFR 191 D,1030 and all other applicable laws, roles, regulations and guidelines; and (iii) trace chemotherapy discarded items which may Nava been contaminated provided that snob items, including vials
and syringes, shall he '`empty" as defined in applicable laws, regulations and guidcliues. (c) Fot the purposes of this agreement, "Non-Conforming Waste" means: (i) any waste or other material not
falling within the definition of Regulated Medical A'aste, and includes ftxal remains and human 'orsos; (ii) radioactive wastes; (iii) hazardous wastes, chemodterapeuticbazardous waste and substances
as defined in any applicable laws, regulations and guidelines; (iv) pharmaceutical waste (except +s allowed under Stericycle's waste acceptance policy); (v) any device, solution or waste containing
merettry including dental wastes (amalgam and products, chairside traps, amalgam sludge or vacuum pumpa)~, (vi) improperly segregated, labeled or packaged waste, including sharps not in designated
sharp containzts, (vii) containers that are leaking, damaged or likely [o create risk of exposure tc employees or the gamete! public; and (viii) any other malarial which Stencycle may not collect, transport,
treat a dispose in accordance with applicable laws, regulations or guidelines. Customer shall be liable for all injuries, losses and damages that result from any Non-cgnfomring Waste, due to packaging
or contents, being collected, transposed, treated or disposed by Stcricycle. For further clarificati m sea Slericycle's current Waste Acceptance policy, which is attached hereto and incorporated herein by
reference. A wpy of Smricycle's Waste At;ceptance Policy may be obtained from your local Stcricycle representative.
2-Term and Pricing Subject to the provisions below, the term C`Term") of this Agreement shall be Twenty-Four (24) months from the EtTective Dete. (aj This Agreement shall automatically renew for
successive terms equal to the original Term (each an "Extension Term") unless either party' has notified the other party in writing during the sixty (60) day period prior to arty such renewal dale of its
desire to terminate this Agreement. All Extension Terms shat I be subjzcc to the ternrs and conditions hereunder (b) Stcricycle reserves dre right to adjust the contract price to account for opzratwnal
changes it implements to mmply with documented changes in law, to cover increases in the cost of fuel, insluance, or residue disposal, or to otherwise address cost escalation. Sleticycle may charge
Customer a fee to Dover its administrative costs in the event that Customer dtanges its service requirements or program level during the Tenn or Extension Term. Stcricycle may change the price of any
of iu goods or services nut covered by this Ag}rzment at any time without notice to Cusmmer. c) In the event Customer terminates dtfs Agreement prior to expiration of the term hereof (or anY
"Extensioi Term's of fails to perform any of its obligations under this Agreement, Stcricycle shill have, without limitation, alt rights and remedies provided at law or in equity, as well as the right to
recover from Customer an amount (which the parties hereby acknowledge coostitutzs Stericycle's liquidated damages and not a penalty) equal to fifty percent of Ate Customer's average monthly charge
multiplied by the number of months (including any partial months), remaining until the expiration date of dre than ctrneot term hereof. (d} Stcricycle shall have the right to terminate this Agreement at
any time by giving Customer at least sixty (66) days notice in the event that it is unable to continue performing its obligations under this Agreement due to tlrz suspension, revoeatron, cancellation or
termination of any permit required to perfetm this Ageement or in the evert that a change m cry law or regulation makes it impractical or uneconomical, in Stzricycle's sole discrzuou, to continue
performing this Agreement.
3. BiBieg Stcricycle shall provide Customer with monthly, quarterly or annual invotees that are due upon receipt. Customer agrees to pay a late charge on any amoimLS owed to Stericryc)e that are morn
than 30 days old, al a rate equal to the lesser of 1 '/% per month or the maximum rate permitted bylaw. Customer shall bear any costs that Stcricycle may incur in collecting overdue amounts from
Customer, incuding, btrt not limited to, reasonable attorneys' fees and cowl costs. Should any tmeunts due pursuamt to this Agreement remain mipaid for rmore than 30 days firm the date of dre debt's
lust invoice, Stcricycle shall have the option, 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 Stcricycle suspends services under this Agreement for any reason, including the expiratton or lerrnination of this Agreement or Customer's breach (see 2(c), above), Stcricycle may reotove all
containers belonging to it from Customer's premises. Any non•wmpliant containers will be billed an additional container charge ai the cmTCnt container rate, Non-compliant containers include
comainers that are ovenveigln under applicable Paws or regulations or in excess of 60 pounds of containers holding Non-Conforming Waste, (including hazazdons or radioactive waste or improperly
packaged or labeled medical waste.)
4. Surcharge Stcricycle may also impose a surcharge in the event that Stcricycle attempts to pi;k up waste at a Customer location (on eidter a scheduled pick•-up or in response to a Customer request)
and, through ne fault of Stcricycle, either (a) them is no Regulated Medical Waste far Stcricycle to pick up, (h) waste is not ready for pick-up or (c) the Customer location is closed. F,xcess waste
volumes significantly greater than average vrolume for similar generators shall be subject to a s+RCharge at the cement surcharge container rate 35.00 at Shrirycle's discretion. Stcricycle will impose
this swcharge to Aeter abuses, including but not limited to, solid waste disposed in the medical waste stream, or Customer consolidation of the waste of several generators ender one site.
5, Liability far Equipment Customer shall have the care, custody and control of conminers and other equipment owned by Stcricycle end placed et Customer's premises and accepts responsibility anti
liability for the equipment and its contents except when it is being physically handled by esnplcyoes of Stcricycle. Ct+stomer agrees to defend, indemnify and bold hanuless Stencycle from and against
any and all claims fa loss or damage to property, or personal injury or death, resulting from or wising in any manner out of Customer's use, operation or possession of any containers and other
equipment furnished under d»s Agreement. Any damage or loss to such containers and egmpmcnt, other than normal weer and tear, will be charged to Cu=_tomer at full replaeemem value.
6. ludemniGcation (a) Stcricycle shall mdenurify and hold Customer harmless from any liabilities arising from the gross negligence or willlid misconduct of Sterioycle in dre performance of its
obligations under this Agreement. Customer shall indemnify and hold harmless Sterioycle fine any liattilities arising from the grass negligence or willful misconduct of Qistomer, »ltich shall include,
but not be limited to, failure to properly store, package, label, or segregate Regulated Medical 1Vas[e and any liabilities relating toNon-Conforming Waste, whether or twt collected, transported or treated
by Stcricycle. Each patty agrees to pay the reasonable anomeys' fees and costs incurred by the. other in bringing a successful indemnification claim under this Paragraph, Customer agrees to pay
Stericycle's reasonable attorney's fees incurred for any successfid defense by Stencycle of a slit for indemnification brought against Stcricycle by Customer. (h) Sterioycle will indemnify and hold
harmless any Customer who subscribes to a Preferred Program from any fine or portion thereni'resulting from an OSHA citation explicitly describing ablood-borne pathogen or medical waste
management practice specifically addressed by the Preferred Program training and materials. Provided, however, that Stericyclo's obligation to indermrify Customer under this sub-Paragraph (b) is
oon[ingent upon (1) Customer having followed or following each recommendation and inshection included in the Preferred Program (whether zxpresud verbally by employees or agents of Stcricycle or
as set forth in any written ar electronic materials) and (2) Customer notifying Stcricycle ss soot as poss+ble after it learns that it will he the subject of an OSHA inspection, and shall allow employees or
agents of Stcricycle. W attend the inspe1ion and to defend the Customer's Ulomd-home pathogen and medical waste management practices during the inspection. GLstomt;r's failure to perform any of its
obligations under this sub-Paragraph (b) to Stericycle's satisfaction shall absohe Stencycle of its indemnification responsibilities under this sub-Paragraph (b). This sub-Pnmgraph (b} applies only to the
Preferred Ixvel Program.
7. Compliance Materials To the extent That Stcricycle provides Customer with mty electronic or printed materials (the "Compliance Matzriuls'"} it provides these materials subject to a limited license to
Customer to use the Compliance Materials for Customer's ovrn, non-commercial use. Stcricycle may revoke this license at its discretion at any lime. Customer may not copy or distribute the
Compliance Materials in any manner. Qrstomer agrees to return all Compliance Materials to Stcricycle at Customer's expense at the expiration or terntlnation of this Agreement. Stcricycle may charge
Customer a fee For failure to refum Compliance Materials al the expiration of the Term or a re~aocking fee for retwn of materials prior ro the expiration of the Term.
e, Compliance with Laws Stcricycle hereby agrees io carry General Liability, Automobile Liability, and Workmen's Compensation Insurance as required by applicable slate law, and to otherwise
comply with all federal and slate laws, roles and regulations applicable to its performance hereunder. As of the date of this Agreement, Stcricycle has all necessary pemrits, licenses, coning and other
federal, state or local authorizations required to perform the services under this Agreement ant will famish copies of these to Customer upon request. Clrstomer hereby agrees to comply with all federal
and state laws, rules and regulations applicable to its handling of Regulated Medical Waste and its perfmrnance under this Agreement, including, without limitation, all applicable recorcl keeping,
documentation and martifesting requirements. Stencycle and Customer shall keep and retain adequate books and records and other dncurnentarion including personnel records, correspaidence,
instructions, plans, receipts, vouchers, copies of manifests and tracking records consistent wilt. anti for the periods required by applicable regulations and guidelines pertaining to storage or handling of
Regulated Medical Waste and the services to be performed corder this Agmement.
9. Exclusivity Customer agrees to rue ne other Regulated Medical Waste disposal serviceor nethod during the Term of this Ag:ement and any Extension Teens.
10. Excuse of Performance Stcricycle shall not be responsible if its performance of this Agreement is inremipted rrr delayed by contingencies beyond its control, including, without limitaion, acts of
God, war, blockades, Hots, explosion, strikes, lockouts or other labor or indwtrial disiurttancea, fires, accidents to equipment, injunctions or compliance with laws, regulations, guidelines or w tiers of soy
governmental body or instrurnentalityfhereof (whether now existing or hereafter created).
11. Independent Contractor Stericycle's relatiorrsbip with Custornzr pursuant hereto is that of an independent contractor, and nothing in this Agreement shall be construed to designate Stcricycle as an
employee, agent or partner of or a joint venture with Customer.
12.Amendment and Waiver Changes tit the types, size and amount of equipment ar the frequency of service may be mutually agreed to orally or in writing by the parties, widtout affecting the validity
of this Agreement. Consent to oral changes shall be evidenced by A+e practices rind actions of the parties. All other amendmeircs to this Agreement (other than as provided in 2(bl) shell ba effected only
by a written instrument executed by the parties. No waiver shall be effective unless submitted in writing by the pony granting such waiver. No waiver of any provision of this Agreement shall he deemed
a rt~aiver of any other provision of This Agreement and co waiver of any breach or duly under this Agreement shall be deemed a waiver of any other breach or later instances of the same duty.
13,Savings Clause In case mty ono or more of the provisions contained in this Agreement shz!l, fur any reason, beheld to be invalid, illegal or unenforceable iu any respect, such invalidity, illegality or
unenforezability shall not effect any other provisions of this Agreement; this Agreement shall bz construed sy if such invalid, illegal or unenforceable provision had never been contained herein, unless
such finding shall impair the rights or increase the obligations oFSteticycle hereunder, in whip;h event, at Stericycle's option, this Agreemc~il maybe terminated.
14. Entire Agreement This Agrcemeat (including any ath~clunents, exhibits and amendrnenT: made in accordance with Paragrnph lZj eonstitntes the entire m+dersianding and agreement of the prunes
and cancels and supersedes all prior negotiations, representations, understandings or agreeme Sts, a hetlter +vritten or oral, with respect to the subject matter of ibis Agreetrrent This Agreement shall be
binding neon acrd shell intuz to the benefit of [he successors, assigns legal representatives ant heirs of the panics hereto provided, however; [hat (.ltstomer may not assign its rights or delegate its
obligations under this Agreemem without the prim written consent of Stcricycle, which consent of Stcricycle may not unreasonably withlwld.
IS.Governing Law This Agreement stroll fie governed by end construed in accordance with the laws of the State of Illinois without regard to dre conflicts of laws or rules of any jtvisdiction.
16, Notices All required notices, or [hose which the parties may desire [o give wider this Agreement shall be in writing and sent to the patties' addresses set forth shove.
17.Origiuals A copy or facsimile of Shia Agmement shall be as effective as an original.
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07 Oct 2002 2:18PM HP LFISERJET FAX p.4
~~ ._.
Init~~,,,._--_..--
Experts in Infection Control and
Healthcare Compliance Services
~•
• ~ Stericycle®
Waste Acceptance Policy
INTRODUCTION
Stericycle policy regiures compliance with all applic~;ble regulations regazding the collection, transportation and
treatment of regulated medical waste. Federal Departmeint of Transportation {DOT) Regulations require the generator
of regulated medical waste to certify that the packaging and documentation of transported regulated medical waste
complies with DOT regulations regarding waste classification, packaging, labeling and shipping documentation. To
ensure that neither Stericycle nor the generator of regulated medical waste violates applicable regulations, it is
imperative that all parties understand the rules regarding proper identification, classification, segregation and
packaging of regulated medical waste. The purpose off' this policy is to summarize the minimum requirements for
preparing your medical waste for collection, transportation and treatment. Additional facility or state-specific waste
acceptance policies may apply based on permit specifications. Please contact your local representative for further
information. You may also call {866) 783-7422.
REGULATED MEDICAL WASTE
Stericycle accepts medical waste generated in a based range of medical, diagnostic, therapeutic and research
activities. The terra "medical waste" includes biohazardous, biomedical, infectious or regulated medical waste as
defined under federal, state or local laws, rules, regulations and guidelines. Except as defined by specific state
regulations, this excludes RCRA pharmaceuticals, bilk chemotherapy, waste containing mercury or other heavy
metals, batteries of any type, non-infectious dental waste, chemicals such as solvents, reagents, corrosives or ignitable
materials classified as hazardous waste under Federal. and State EPA Regulations. In addition, Stericycle cannot
accept bulk liquids, radioactive rtiaterials; fetal remains, or human torsos. Stericycle cannot accept these excluded
materials packaged as regulated medical waste. Separate protocol and packaging requirements apply for the disposal
of non-hazardous pharmaceuticals. Hazardous waste lransportatiorY services may be offered in certain geographical
locations, under separate contract. Please contact your ~oeal representative for details and packaging specifications.
WASTE SEGREGATION AND PACKAGING
The generator is solely responsible for properly segregating, packaging and labeling of regulated medical waste,
Proper segregation and packaging reduces the pote~atial for accidental release of the contents and exposure to
employees and the general public. DOT regulations require (49 CFR 173.197) that all packages of regulated medical
waste be prepared for transport in containers meeting the following requirements: 1) rigid; 2) leak eesistant; 3}
impervious to moisture; 4) of sufficient strength to prevent tearing or bursting under normal conditions of use and
handling; ~) sealed to prevent leakage during transport; and 6) puncture resistant for sharps. All regulated medical
waste must be accompanied by a properly completed shipping document {See 49 CFR 172.202).
MANAGEMENT OF NON-CONFORMING WASTE
As required by regulation and company policy, Stericycle employees may refuse containers that are non-conforming
because of their contents or are improperly packaged, leaking, damaged ar likely to create a risk of exposure to
employees or the general public. Any non-conforming; waste identified in route to or at a Stericycle location may be
returned to the generator for proper packaging or disposal. Propex segregation and packaging is essential to ensure
compliant and safe handling, collection, transportation. and treatment of regulated medical waste.
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Ini ~~
STERICYCLE WASTE ACCIEPTANCE P~DLICY CHECKLIST
Acce ted Waste:
~ Sharps
Needles and syringes, scalpel blades, glass pipettes, slides, etc.
Regulated Medical Waste
A waste or reusable material known to contain or suspected of containing an infectious substance in Risk
Group 2 or 3 and generated in the diagnosis, trea~:ment, or immunization of human beings or animals; research
on the diagnosis, treatment or immunization of human beings or animals; or the production or testing of
biological products.
Accepted Waste Which Must Be Identified And Segregated For Incineration
~ Trace- Chemotherapy Contaminated Waste
RCRA Empty drug vials, syringes and needles, spill kits, IV tubing and bags, contaminated gloves and gowns,
and related materials as defined in applicable laves, rules, regulations or guidelines
~ Pathological Waste
Human or animal body parts, organs, tissues a.»d surgical specimen (decanted of formaldehyde, formalin or
other preservatives)
~ Non-RCRA Pharmaceuticals
Must be characterized and certified as non-RCRA hazardous material by the generator. Consult Stericycle
Representative for specific requirements
Waste NOT AiFcepted B_y Stericycle
~ RCRA Hazardous Pharmaceutical Waste
~ Chemicals
Formaldehyde, formalin, acids, alcohol, waslte oil, solvents, reagents, fixer developer
® Hazardous Waste
Drums or other containers with a hazard warning symbol, batteries and other heavy metals
® Radioactive Waste
Any container with a radioactivity level that exceeds regulatory or permitted limits; lead-containing
materials
ce Complete Human Remains
Cadavers, complete torsos and fetal xemain;~
~ Bulk Chemotherapy Waste
® Compressed Gas Cylinders, Canisters, Inhalers and Aerosol Cans
® Any Mercury Containing Material or Devicr~s:
Any mercury thermometers, Sphygmomanometers or lab or medical devices
® Mercury-Containing Dental Waste
Non-contact and contact amalgam and products, chairside traps, amalgam sludge or vacuum pump filters,
extracted teeth with mercury fillings and erlpty amalgam capsules
Additional waste acceptance policies may apply based on state or permit specific requirements. Hazardous waste
~~~~QIrt~t1QCl Services may be offered in certain geographical locations, under separate contract. Please refer to your
~t~C1CyCle ~e~TeSeACatlYe for additional informal:ion. artment~at (866)83 72.2 on container and Labeiing
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07 Oct 2002 2:17PM HP LRSERJET FRX p.3
Initials
STERI.SAFES*'TERMSANDcONDITIONS Account/Site # $047r,S87-001
1. Regulated Medical Waste Services (a) Upmr the terms and conditions contained herein, Stericyele, Inc. shall collect, transport, treat and dispose of all Regulated Medical Waste IexceptNon-
conforming Waste) generated by Customer during the term of this ? greement. Stericycte employees may refuse containers that are determined to he Non-conforming Waste. (b) Title to Regulated
Medical Waste collected @om Customer shalt transfer and vest in Stericycte at the time if rs Ioadtxl into Stericycle's vehicle. Customer shall have title to Regulated Medical Waste at all poor times.
C~sstomar shall hold title to any Non-Conforming Wes[e at all times, whether refused for collection or tenoned to the cuslomu for prope* disposal otter collection. {c) All Regrda[ed Medical W rile most
bz accomparicd by a properly completed shipping dxumen[ pursuant to 49 CFR [72.202 (Mani:est). (d) For purposes of this agreement, "Regulated Medical Waste" ateaus~. (i) waste or reusable
material brown to contain or suspected of cootairwtg an infecfimrs substance in Risk Group 2 or 3 and generated in Oee diagnosis, treatment, or immunization of human beings or animals; research on the
diagnosis treatment err immunization of human beings or animals; or the production or testing of biological products per the definition of regulated medical waste (49 CFR 773.134); (ii) As defined in 29
CFR 1910.1030 and all other applicable laws, rules, regulations and guidelines; and (iii) trace clv;motherapy discarded items which may have been contaminated provided that snob items, includin¢ vials
and syringes, shall 6a -`empty" as defined in applicable laws, regulations cord guidelines. (c) For ibe purposes of this agreement, "Non-Conforming Waste' means: (i) arty waste oc other material not
Medicak W ante and includes fetal remains and human ibrsos; (ii) radioactive wastes; (iii) hazardous wastes, chemoUternpeulic tin ardous waste and substances
falling within the definition of Regulated la's waste acce lance oliCy); (v) any dtviee, solmion or waste cotrtaining
er Steric c P
harmaceutical waste ezc t ns allowed and y P
as defined in any applicable lows, regulations and guidelines; {iv) p ( eP
mercury including dental wastes (amalgam and products, chairsidc traps, amalgam sludge or vacuum pumps); (vi) improperly segregated, labeled or packaged waste, itcluding sharps not in designated
sharp containers, (vii) containers that are leaking, damaged or Likely ro create risk of exposure to employees or the general public; and (viii) any other material which Staricycle may not wllect, transport,
treat or dispose in accordance with applicable laws, regulations or guidelines. Customer shall be liable for all injuries, losses and damages [hat result from any Neo-confomting Wastq due to packaging
or contains, being collected, transported, treated or disposed by Stericycle~ Ptx fbrther clarificatum see Staricycle's current Waste Acceptance Policy, which is attached hereto and incorporated herein by
reference. A copy of Stericycle's Waste Acceptance policy may be obtained from your local Shricycle representative.
2. Term and Pricing Subjeel to the provisions below, the term C`Term") u f this A6h'eemant shall be Twenty-Four (241 months from the EtTective Date. (aj This AgtewrteN Shall antomfltloally~rrnW for
successive terms equal to the original Tenn (each an "Extension Term") unless either party has notified [he other party in writing during the sixty (60) day period poor to any su:h renewal date of its
desire to terminate this Agreement. All Extension Terms shat I be subject to the terms msd conditions hereunder. (b) Stedcycte reserves dte ri@hl to adjust the contract price to account for operatiend
clsanges it implamcnts to comply with documented changes io law, to cover increases in the nosfof fuel, inswanca, rsr residue disposal, tx to otherwise addtsss cost escAation: Staricycle may charge
Customer a fee to cover ib administradve costs in the even that Customer dtanges its service requirements or program level during [tits Term or Extension Term. Stericyc]e may change the price of any
o(iU goods or sernces not covered by this Agreement at any time wilhouf notice to Customer. c) In the event Customer ttmrinates this Agreement prim to expiration of the term hereof (or any
"Extension Tenn") or fails to perform any of its obligations under this Agreement, Staricycle shell have, without limitation, e11 rights and remedies provided at law or in equity, as watt as the right to
rtcover from Customer an amount (which the parties heroby acknowledge couslittuas Sledcycle's liquidated daznages and not a penalty) equal to hfiy percent o1'the Customer's average monthly charge
multiplied by the number of mouths (including any partial months), remeiniug until the expiration date of the than current term hereof (d) Stericycte shall have the right to terminate tlris Agreement at
any time by giving Customer at least sixty (60) days notice in the event that it is unable to continue perfomung its obligations under this Agreement due to th suspension, rcvccation, cancellation or
termination of coy permit required to parferm this Agreement or in the event [bat a change m any law or regidarion makes it impractical err ^neconotnical, i n Sttricycie's sole dvorztion, ro oominue
performing this Agreement,
3. billing Stericycte shall provide Customer with monthly, quana9y or annual invoices that are due upon receipt. Qtsromer agrees to pay a late charge on any amounts owed [o Steric}¢le that are morn
- than 30 days old, m a rate equal to the lesser of 1 Y: % per month or the maxirmim rate permitted by law. Customer shall bear any coats that Stericycte Wray incur in collecting overdue amounts from
Customer, including, bin not limited to, reasonable attorneys' fees and court costs. Should any emouats due pursuant to this Agreement remain mipaid far more lhart 30 days finm the date of the debt's
Cost invoice, Stericycte shall have [tic option, without notice to Customer, to suspend service under this Agreement until the overdue amounts (plus late charges and cull action fees) are paid. In the event
tlsat Staricycle suspends services under this Agreement for any reason, including the expiration cr termination o(this Agreement or Costume's breach (see 2(c), above), Staricycle may remove all
containers belonging to it from Cuslaner's premises. Any non-wmpliant containers will he billed an additional container charge at the current conGtina rata. Non-compliant containers tact udc
containers [trot me ovenveiglu under applicable laws or regulations or in excess of 60 pounds of containers holding Non-Conforming Waste, (including hazardous or radioactive waste nr improperly
packaged or labeled medical waste.)
4. Surcharge Staricycle may also impose a surcharge in the event that Staricycle attempb to pi~;k up waste a[ a Customer location (on eidrer a scheduled pick-up or in response [o a Customer request)
and, through ne fault of Stericycte, eidrer (a) there is no Regulated Medical Waste for Stericycb; to pick up, (b) waste is not ready for pick-up or (c) the Cuswmer loeatioo is closed F,xceas waste
volumes significantly greater than average volume for similar generators shall be subject to a suacbarge at the current strcharge container rate 35,00 at Stericycle's discretion. Staricycle will impose
this swcharge to deter abuses, including but not limited lo, solid waste disposed in the medical ,vaste stream, or Customer consolidation of the waste of several genzmtors tinder one site.
5, Liability far Lquipment Customer shall have the care, custody and control of Containers and other equpment owned by Stericycte and placed et Customer's premises and accepts responsibility and
liability for the equipment and its contents except when it is being physically handled by etnpleyazs of Stericycte. Customs agrees to defend, vtdenvify and hold hanuless Staricycle koro and against
any and all clahns for loss or damage to property, or personal injury or death, resulting from or arising in any manna out of Customer's use, operation or possession of any containers and other
equipment furnished under tlris Agroeroeot. Any damage or loss to such containers and u{nipm;nt, other than normal weer and tear, will be charged to Customer al full replacemcne value
6. Indemnification (s) Stericycte shell indemmrify and hold Customer harmless from any tiabtlilies raising from the gross negligence or willfiil misconduct of S[erieycle in the performance of ifs
obligations under ttus Ay cement. Customer shall indemnffy and hold harmless Stericycte Dora any liabilities arising from the grass nagllgence or willful misconduct oY Qistomer, which shall include,
but not be limited to, failure to properly store, package, label, w segregate Regulated Medical 1Vaste and any liabilities relating to Non-Conforming Waste, whether or not collected, transported or treated
by Stetieycle. Each party agrees to pay the reasonable anomeys' fees and costs incuned by the. other in bringing a successful iodemnifteation claim under this Paragraph, Customer agrees to pay
Stericyde's reasonable attorney's fees incurred for any successful defense by Steriuycle of a suit for indemnification broughk against Staricycle by Customer. Qt) Staricycle will indemnify and hold
harmless any Customer who subscribes to a Prefetrad Program from any hue or portion thaeoi'rosulthtg from an CSFCA citation explicitly describing a blood•bome pathogen or medical waste
management practice specifically addressed by the Pttfcnrod Program training and materials. Provided, however, that Stericycle's obligation to indemmrify CusWmer under this sttb-Paragraph (b) is
oontingent upon (I) Crummar having followed or following each recommendation sad insttnclion inetudatl in the Preferred Program (whether expressed verbally by employees or agents of Staricycle or
as set forth in any written or electronic materials) and (2) Customer nodfyiog Staricycle as sum as possble after it learns that. it will 6e the subject of w OSHA inspecion, and shall allow eropleyces or
agents of Stericvcle to anend the inspeciiou and to defend the Customer's blond-horse pnthogw and medical waste management practices daring the inspection Qrstoroer's failure to perform any of its
7. Compliance Mmierinls To the extent that Stn cycle provides Customer with any electronic or prinfod mat.rrriala (Ilre "Compliance Materials'") it provides Ihcse materials subject to n limited licaosr Io
Cnstomer to use the Complianw Materials for Cucmmzr rt nvm, non-commercial use. Stericy[le nay revoke dvs liunse at its discretion et any time. Gnaomer may not copy or distribute the
Canplinnce Materials in anY mauuer. CLsWmer agrees to reuml all Compliance Mato iais to Slericyclc at Customer's expense at the expiration or ternrination of this Agreement. Slericyclc rosy ehnrge
Qrstumer a fee for failure to return Compliance Matznala xi the expiration of We 'Tznn or a re~aoekiug fee far return of materials prior to the oxpiation oCthe Teml.
8. Compliance with Laws Slericyclc helbby agrees to curry Gener:J Linbiliry, Automobile Liability, and Workmen's Compensation Insurance ai required by applicable start law, and to olhernise
comply with all federd and sLite laws, rules and regulations applicable to its performance heetmder. As of thedate of this Agreement, Stencycle has all necessary permits, licenses, mnhtg xtul other
federal, state or local auehorizatiuns rzqujred to perform the services under this Agreement en< will furnish copies of these to Qlstoma~ upon request. Customor hereby agmes ro comply with all federal
^nd state laws, roles and regulations applicnhle In its handling of Regulated Medical Wesle and its performance ender this Agreement, including, without limitation, all applicable reeoM keeping,
documenlvim, end manifesting requirements. Stencycle and Customer shall keep and [etain adequate honks and records end other dnmunentarion including persotmel records, conespotxlencc,
instructions, plans, receipts, vonchtts, cnpis of mamfasts and tracking records consistent Witt and for the periods required by dpPlicnbie regulations trod guidelines pertaining to storage or handling of
Regulated Mechcal Waste and the services to be pertonned carder this Agmzmem, '
9. B:e.lusivity Customer agrees to use ne other Regulated Medical Wasto disposal service or nclhod during t6e'Tenn of this Agreenlcut and any Hxtensinn Terms.
10. Excuse a(1'erfonnence Stencycle shall nor he responsibla if tts performance of this Agreement is intemlptcd m dzlayed by contingencies bryond its control, including, vnthout limitation, acts of
God, cast, blockades, riots, explosion, strikes, lockouts or other labor or indwlnal disturbance ~, tires, accidents to cyuiprnenf, injunctions or compliance with lows, regulations, guidelines or ceders of any
governmenlsl body or insnvmentality thereof (whether now existing or htre;dter created).
ll, lndcpendent l'uuh~actor S[ericyclc's relxliorahip with Customer pursuant hereto is that of art indepeudenl coutmctor, and uolhmg to this Agreement shall be conmrued to designate Stencycle as an
employee, agent or parmer of or a joint venture with Customer.
12.Amendment and Naiver Changes in the types, size and amowtt of equipment or the @egncncy of service may be mutnelly agreed to orally or in writing by the psr[les, wilhont aft~ec[ing the validity
of this Agreement Consent to oral changes shall be evidenced by the practices and serious of the parties. All other amendments to this Agreement (other then as provided in 2(bl) shell be effected only
by a written instrument executed by the parties. Na waiver shall be cCfwtivo unless submitted in writing by the party gnnting suchwaiver. No waiver of arty provision of Ihis Agreement shall be demnad
a ~miver of any other provision ohhis Agreement and no waiver of any breach or duly under Ihis Agreement shall be deemed n waiver of any cxher breach or Ialer instances of the same duty.
13Snvinp Clause to case mry ono or more of the provisions contained in this A~eetnent shall, for any ronson, tae held to be invalid, illegal or urrenforccable hr any respect, such havalidity, illegality or
uncnfwoeability shall not e[fect any other provisions of [his Agreement; this Agreement shall be consmred n% iCsuch invalid, illegal or unenforceable Drovision had never been conhdned Ucrein, unless
such finding shall impair the lights or inm'ease the obligations of Stencycle hereunder, in which event, at Stericycle's option, this Agroemenl maybe lenninatexl.
14. Entire Agreement This Agreement (including any attnclunents, exhibits and amendmenti~, made in accordance with Pwngmpb 12j constitn[es the entiro wnlentanding and agreement of Ihn prudes
and cancels and supersedes all prto[ negotiations, ropresanations, mrdersumdings or agreeme~.us, whetller wnllpr ar oral, with respect to the subject matter of Ihis Agremment, This Agreemmtl shall be
binJing upon and shall imue to the benefit of the successors, assigns legal repres'entarives unJ heirs of the parties hereto provided, however, the[ Qrstomer may no[ assign its tights or deletrnte its
obligations ender this Agrcemem wiU[out the pia written consent of Stzricyclz, which consent of Stencycle may not umeasonably~wirhheld
I S.Coverning Law'I'his A~een[ent shall be governed by and consuved in accordance with the taws of the State of Illinois without regard to the conFlicts of Incas or ndos of any hnisdiction.
16. Nafices All required notices, or those which the parties may desire [o give ender this Agrcanent shall he in writing arrd sent In dte parties' addmsses set forth aheve.
17.Originals A copy oc facsimile of this Agrcemem shall be ss et7ective as on orighml.
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