HomeMy Public PortalAbout009-2014 - BIOHAZARD WASTE PICK-UPAGREEMENT
THIS AGREEMENT made and entered into this A4- day of s / 2014, and
referred to as Contract No. 9-2014, by and between the City of Richmond, In Tana, a municipal
corporation acting by and through its Board of Public Works and Safety (hereinafter referred to
as the "City") and Stericycle, Inc., 4010 Commercial Avenue, Northbrook, IL 60062
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor as a sole source provider to provide biohazardous waste pickup
services for the Richmond Fire Department.
A Request for Quotes dated January 10, 2014, has been made available for inspection by
Contractor, is on file in the office of the Fire Department, and is hereby incorporated by
reference and made a part of this Agreement. Contractor agrees to abide by the same.
The response of Contractor to said Request for Quotes is attached hereto as Exhibit A, which
Exhibit is dated January 13, 2014, consisting of four (4) pages, and is hereby incorporated by
reference and made a part of this Agreement. Contractor shall provide all equipment and
services listed on "Exhibit A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
Contract No. 9-2014
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SECTION III. COMPENSATION
City shall pay Contractor in accordance with the rates established on Exhibit "A" attached hereto
and incorporated herein by reference, for complete and satisfactory performance of the work
required hereunder for the 2014 calendar year.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become when signed by the parties and shall continue in effect until
December 31, 2014, with the City retaining two (2) options to renew this Agreement for calendar
years 2015 and 2016.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or ill
part, for cause, at any time by giving at least five (5), working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;.
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
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of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
Limits
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
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program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-54.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
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employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability which may arise in the course of Contractor's performance
of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment; without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
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In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By:
Vicki Robinson, President
Dian Law's"on, Member
:
Date:
APPROVED: �-�Yaza.,X A4&
Sarah L. Hutton, Mayor
Date: /
"CONTRACTOR"
STERICYCLE, INC.
4010 Commercial Avenue
Northbrook, IL 60062
�P,471? 1
Title: (X 4DMAiA16-A
Date:
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Stericyclea
Protecting People. Reducing Risk.' BIOMEDICAL WASTE SERVICES AGREEMENT
Account # 2245458-001
Service Name and Address Billing Name and Address (If different than service address)
Name: Name:
City of Richmond Fire Dept City of Richmond Fire Dept
Address: 101 S 5th St Address: 101 S Sth St
Address: Address:
City/State/ZIP: Richmond, IN 47374-4222 City/State/ZIP: Richmond, IN 47374-4222
Phone: Pone:
765-983-7261 Fax: 765-962-1808 765-983-7266 Fax:
Contact Name: Rob Leavitt Contact Name: Accounts Payable
Email: Finai :
Date of Service Agreement: 1/1/2014 Frequency of Service: Every 12 Weeks
SERVICE DESCRIPTION:
MEDICAL WASTE SERVICE INCLUDING: PACKAGING MATERIALS, TAPE, LABELS, TREATMENT, DESTRUCTION AND DOCUMENTATION
RATE STRUCTURE: BOX CHARGE(S) + STOP CHARGE = PICKUP FEE
Box Charge: $ 64.35ea (please adhere to proper weight limits on all containers)
Stop Charge: $ 0(charged each time we stop at your facility)
Energy Fee: $20.00
Minimum Fee Per Pick Up: $64.35
■ No Waste Fee: $64.35 (Charged when driver makes pickup and office is closed during normal business hours or there is no
waste for the driver to pickup)
■ Record Retention Fee: $0.00 (Manifest and waste archive)
■ Special Waste: $0.00 (Charge per fixer and developer jug(s) when picked up.) *Other Additional fees: N/A
■ * Explanation for other fees:_N/A
By signing below I acknowledge that I am Customer's authorized officer or agent and that I have the authority to bind Customer to this
Agreement. Customer agrees to be bound by the terms and conditions that appear on the second page hereof and comply with Stericycle's
Waste Acceptance Policy, both of which are integral parts of this Agreement.
CUSTOMER:
PLEASE PRINT: Title
Date:
STERICYCLE: X PLEASE PRINT: Patricia BVstrek Title Sr Government Specialist Date: 1 13 14
Inter -Office use ONLY
Type of Agreement (Check one) O New ❑New Service Location ❑Service Change ❑Other Contract Change XRenewal Quote
;Term of agreement 12 Months Date Sent: 1 13 14 Date Received:
Tax Exempt YES NO If yes, ID # (copy must accompany paperwork) SFDC #: 2245458-001
Segment Code: 24 EPA/ Generator ID#
Routing Information (Operations Department) Customer Hours: M-F 8:00-16:00
Route # Cycie begin date _ / _ /_ Day of Service: ❑Mon ❑Tues XWed ❑ Thu ❑Fri []Sat ❑Sun
Map Page / Grid # Routing Comments: Every 12 Weeks
Frequency of Service: 4 Stops (Every 12 Weeks) Container Type: Quantity: Service Area: ID
5tericycle, Inc., 4010 Commercial Ave., Northbrook, IL 60062
Phone: 1-866-783-7422• Fax: 1-866-783- 7432
GOVT
TERMS AND CONDITIONS Account/Site # 2245458-001
1. Regulated Medical Waste Services (a) Stericycle, Inc. shall collect,
transport, treat and dispose of all Regulated Medical Waste (except Non-
conforming Waste) generated by Customer during the term of this
Agreement. (b) Responsibility for transportation of Regulated Medical
Waste collected from Customer shall transfer 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 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 Waste must be accompanied by a properly completed
shipping document pursuant to 49 CFR 172.202 (Manifest). (c) Stericycle
employees may refuse containers that are determined to be Non -
Conforming Waste as identified in the Waste Acceptance Policy (WAP).
Customer shall place only "Regulated Medical Waste" as defined 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 any "hazardous", "toxic", "radioactive" or Non -
Conforming Wastes as defined by all applicable laws, regulations and the
WAP, it) the waste strictly conforms to 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 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 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 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 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 Stericycle's WAP may also be obtained from your
local Stericycle representative.
2. Term and Pricing Subject to the provisions below, the term ("Term") of
this Agreement shall be 12 months from the Effective Date. (a) Customer
shall have the option to renew for successive terms equal to the original
Term (each an "Extension Term") provided Customer sends written notice
to Stericycle at least sixty (60) days prior to each renewal date of its
intention to renew. All Extension Terms shall be subject to the terms and
conditions hereunder. (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 increases in the cost of fuel,
insurance, residue disposal, or to otherwise address cost escalation.
Customer and Stericycle agree that any adjustment made pursuant to
this Paragraph, within each twelve (12) month period, will not exceed 6%.
(c) In the event Customer terminates this Agreement prior to expiration of
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 remedies provided at law or in equity. (d) Stericycle shall
have the right to terminate this Agreement at any time by giving
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, 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 uneconomical, in Stericycle's sole
discretion, to continue performing this Agreement.
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 amounts owed to Stericycle that are more than 30 days
old, at a rate equal to the lesser of 1 1/z% per month or the maximum rate
permitted by law. Customer shall bear 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 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 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 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 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 net income). Stericycle shall cooperate with the Customer to
determine the applicability of any exemption certificates that the
GOVT
Customer provides to Stericycle in a timely manner. Notwithstanding any
limit to adjust the contract price, Stericycle reserves the right to further
adjust the amounts payable and due to Stericycle for fees including, but
not limited to environmental protection, compliance, waste management,
or safety. In the event that Stericycle suspends services under this
Agreement for any reason, including the expiration or termination of this
Agreement or 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.
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 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 pick-up or (c) the
Customer location is closed. Excess waste volumes significantly greater
than average volume for similar generators or exceeding maximum
allowable containers per year shall be subject to a surcharge at the
current surcharge container rate ($65.00) at Stericycle's discretion.
Stericycle will impose this surcharge to deter abuses, including but not
limited to, solid waste disposed in the medical waste stream, or Customer
consolidation of the waste of several generators under one site.
Stericycle may bill additional charges for each non -compliant container
provided by Customer. Non -compliant containers subject to additional
charges include, but are not limited to containers that are overweight
under applicable laws, rules or regulations; those containers exceeding
50 Ibs; containers holding non -conforming waste; and containers where
the waste is improperly segregated or packaged.
5. Liability for Equipment Customer shall have the care, custody and
control of containers and other equipment owned by Stericycle and
placed at Customer's premises and accepts responsibility and liability for
the equipment and its contents except when it is being physically handled
by employees of Stericycle. Customer 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 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 loss to such containers and equipment, other than normal
wear and tear, will be charged to Customer at full replacement value.
6. Indemnification (a) Stericycle shall indemnify and hold Customer
harmless from any liabilities arising from the gross negligence or willful
misconduct of Stericycle in the performance of its obligations under this
Agreement. Customer shall indemnify and hold harmless Stericycle from
any liabilities arising from the gross negligence or willful misconduct of
Customer, which shall include, but not be limited to, failure to properly
store, package, label, or segregate Regulated Medical 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 attorneys' 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 successful
defense by Stericycle of a suit for indemnification brought against
Stericycle by Customer. (b) Stericycle will indemnify 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
blood -borne pathogen or medical waste management practice specifically
addressed only by the Preferred Program training and materials.
Provided, however, that Stericycle's obligation to indemnify Customer
under this sub -Paragraph (b) is contingent upon (1) Customer having
followed or following each recommendation and 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)
and (2) Customer notifying Stericycle as soon as possible after it learns
that it will be the subject of an OSHA inspection, and shall allow
employees or agents of Stericycle to attend the inspection and to defend
the Customer's blood -borne pathogen and medical waste management
practices during the inspection. Customer's failure to perform any of its
obligations under this sub -Paragraph (b) to Stericycle's satisfaction shall
absolve Stericycle of its indemnification responsibilities under this sub -
Paragraph (b). This sub -Paragraph (b) applies only to the Preferred Level
Program.
7. Compliance Materials To the extent that Stericycle provides
Customer with any electronic or printed materials (the "Compliance
Materials") it provides these 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 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 party or audience, including but not limited to business/trade
groups or associations, chambers of commerce, professional, fraternal or
educational associations or reciprocating or cooperating service
providers. Customer acknowledges the prejudice that it causes to
Stericycle by violating the foregoing terms as well as the 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 those terms. Customer agrees to return all Compliance
Materials to Stericycle at Customer's expense at the expiration or
termination of this Agreement. Stericycle may charge Customer a fee for
failure to return Compliance Materials at the expiration of the Term or a
restocking fee for return of materials prior to the expiration of the Term.
FOR PREFERRED PROGRAM CUSTOMERS ONLY: Stericycle's OSHA
Compliance Program includes: one annual on -site mock OSHA
evaluation and one annual bloodborne pathogens training at a single
Customer building for each site location where Regulated Medical Waste
Services are provided.
8. Compliance with Laws Stericycle hereby agrees to carry General
Liability, Automobile Liability, and Workmen's Compensation Insurance
as required by applicable state law, and to otherwise comply with all
federal and state laws, rules and regulations applicable to its
performance hereunder. As of the date of this Agreement, Stericycle has
all necessary permits, licenses, zoning and other federal, state or local
authorizations required to perform the services under this Agreement and
will furnish copies of these to Customer upon request. Customer hereby
agrees to comply with all federal and state laws, rules and regulations
applicable to its handling of Regulated Medical Waste and its
performance under this Agreement, including, without limitation, all
applicable record keeping, documentation and manifesting requirements.
Customer acknowledges that Stericycle has advised Customer of the
Regulated Medical Waste service frequency requirements within their
state (if applicable), and Customer has determined its desired frequency
independent of Stericycle's recommendation. Customer hereby agrees to
indemnify and hold Stericycle harmless for any decisions around service
frequency by Customer that do not comply with state regulations.
Stericycle and Customer shall keep and retain adequate books and
records and other documentation including personnel records,
correspondence, instructions, plans, receipts, vouchers, copies of
manifests and tracking records consistent with and for the periods
required by applicable regulations and guidelines pertaining to storage or
handling of Regulated Medical Waste and the services to be performed
under this Agreement.
9. Exclusivity Customer agrees to use no other Regulated Medical
Waste disposal service or method during the Term of this Agreement and
any Extension Terms.
10. Excuse of Performance Stericycle shall not be responsible if its
performance of this Agreement is interrupted or delayed by contingencies
beyond its control, including, without limitation, acts of God, war,
blockades, riots, explosion, strikes, lockouts or other labor or industrial
disturbances, fires, accidents to equipment, injunctions or compliance
with laws, regulations, guidelines or orders of any governmental body or
instrumentality thereof (whether now existing or hereafter created).
11. Independent Contractor Stericycle's relationship with Customer
pursuant hereto is that of an independent contractor, and nothing in this
Agreement shall be construed to designate Stericycle as an employee,
agent or partner of or a joint venture with Customer.
12. Amendment and Waiver Changes in the types, size and amount of
equipment or the frequency of service may be mutually agreed to orally
or in writing by the parties, without affecting the validity of this Agreement.
Consent to oral changes shall be evidenced by the practices and actions
of the parties. All other amendments to this Agreement (other than as
provided in 2(b)) shall be effected only by a written instrument executed
by the parties. No waiver shall be effective unless submitted in writing by
the party granting such waiver. No waiver of any provision of this
Agreement shall be deemed a waiver of any other provision of this
Agreement and no waiver of any breach or duty under this Agreement
shall be deemed a waiver of any other breach or later instances of the
same duty.
13. Savings Clause In case any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not effect any other provisions of this Agreement; this Agreement
shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein, unless such finding shall impair the
rights or increase the obligations of Stericycle hereunder, in which event,
at Stericycle's option, this Agreement may be terminated.
14. Entire Agreement This Agreement (including any attachments,
exhibits and amendments made in accordance with Paragraph 12)
constitutes the entire understanding and agreement of the parties and
cancels and supersedes all prior negotiations, representations,
understandings or agreements, whether written or oral, with respect to
the subject matter of this Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the successors, assigns legal
representatives and heirs of the parties hereto provided, however, that
Customer may not assign its rights or delegate its obligations under this
Agreement without the prior written consent of Stericycle, which consent
of Stericycle may not unreasonably withhold.
15. Governing Law This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois without regard to the
conflicts of laws or rules of any jurisdiction.
16. Notices All required notices, or those which the parties may desire to
give under this Agreement shall be in writing and sent to the parties'
addresses set forth above.
17. Originals A copy or facsimile of this Agreement shall be as effective
as an original.
18. Purchase Orders Any terms or conditions contained in any
Purchase Order, Purchase Order Agreement, or other invoice
acknowledgment, Order by Customer or proposed at any time by
Customer in any manner, which vary from, or conflict with the terms and
conditions in the Stericycle Service Agreement are deemed to be material
alterations and are objected to by Stericycle without need of further notice
of objection and shall be of no effect nor in any circumstances binding
upon Stericycle unless expressly accepted in writing. If Customer's
standard purchase order form is provided to Stericycle in connection with
this Agreement, the terms and conditions for that Purchase Order will be
superseded by the provisions of this Agreement and the use of the
purchase order shall be only to facilitate Customer's payment of fees to
Stericycle. Written acceptance or rejection by Stericycle of any such
terms or conditions shall not constitute an acceptance of any other
additional terms or conditions.
19. Waste Brokers Stericycle reserves the right to deal solely with the
Customer and not with any third party agents of the customer for all
purposes relating to this Agreement. Customer represents and warrants
to Stericycle that it is the medical waste generator and is acting for its
own account and not through a broker or agent. Stericycle shall be
entitled to terminate this agreement and seek all available legal remedies,
for Customer's breach of this representation and warranty.
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