ACCOUNT BILLED INVOICE TERMS MINIMUM PER-PICKUP FREQUENCY

Transcription

1 Service Agreement Service Provider Generator / Facility National Green Gas, LLC, College ofthe Desert Medical Waste Division Monterey Ave Fleming Way Palm Desert"CA Suite F Indio, CA P: P: F: ACCOUNT BILLED INVOICE TERMS MINIMUM PER-PICKUP FREQUENCY Monthly 30 Days N/A QUANTITY OF SIZE OF CONTAINERS CONTAINER(s) FOR THE PERIOD OF: 1 38 gallon January 1, 2013 I THROUGH I Quarterly/As Needed January 30,2014 WASTE TYPE UNIT DESCRIPTION' UNIT PRICE 38-Gallon clean lined containers, pickup service, transportation, transfer and Biohazardous/ Per container/per treatment by Ozonation. Tracking and $70.00 per container Sharps pickup Certificate of Destruction with weights Max weight of 25 Ibs. provided quarterly or as needed to location of generation. ** SPECIAL INSTRUCTIONS: NGG, LLC Provides: Clean and Lined Reusable Bio Container(s), Tracking, Transportation, Transfer, Destruction and Certificate of Destruction ""Maximum weight of 251bs per container 4. Signature il-!4-(?- Date National Green Gas, Le, Medical Waste Division Christopher Norman, Facility Manager Signature Date Print Name and Title

2 General Terms and Conditions 1.0 Services of NGG. NGG hereby agrees to provide to the Generator and the Generator agrees to hire from NGG the following services: Disposal Services. NGG shall provide Medical Waste Disposal services to Generator under the terms and conditions of this agreement. As set forth in greater detail in Section 3.0, below, NGG, or its designee, shall collect and remove Medical Wastes from Generator's facilities, transport the Medical Wastes, and treat the Medical Wastes by gasification or ozonation, all in compliance with all applicable State and Federal laws and regulations governing the disposal of Medical Wastes. Removal Scheduling and Procedures. A schedule for pick-up and removal of Medical Waste from Generator's facilities will be established by NGG, subject to the Generator's approval. NGG will provide continuous tracking of Generator's Medical Wastes from the waste removal stage through the issuance of Destruction Certification and will provide Generator with an original tracking document as required by Section ( d) of the Act. 2.0 Responsibilities of Generator. The Generator is solely responsible for properly and lawfully packaging, labeling and storing Medical Waste prior to pick-up by NGG in containers supplied or approved by NGG. The Generator agrees that all containers supplied to the Generator by NGG shall be collected and disposed of only by NGG or its designated representatives. The storage of medical waste shall be confined to an area on the Generator's premises to which only authorized personnel shall have access. NGG reserves the right to decline to accept for collection, transportation, treatment and/or disposal any Medical Waste which, in NGG's or its designated representative's judgment, cannot be transported, treated, or disposed of, in a lawful manner or without a risk of harm to public health or the environment. Improperly packaged, leaking, overweight or damaged containers are subject to rejection. In the alternative, NGG may elect to re-package or subject such Medical Waste to special handling, the cost of which repackaging or special handling will be billed to and paid by Generator. The maximum weight per container is: 30 Ib.l18-gal reusable; 40 Ib.l38-gal reusable; 70 Ib.l96-gal reusable. If any container exceeds specified weight, that container will be considered to be improperly packaged, and be counted as two (2) containers and charged as such. The Generator accepts the responsibility for safeguarding supplies and or equipment furnished by NGG that are in the custody and control of the Generator. The Generator represents and warrants that it will provide the proper operating procedures and training for proper bagging, packaging, labeling, marking and storage of Medical Waste according to provisions of the Act and regulations issued pursuant to the Act. Waste Screening. It shall be the responsibility of the Generator to ensure that all waste and other materials provided to NGG by the Generator for processing are generated by the Generator at the Generator's "generating facility." Generator further agrees that the Medical Waste and other materials delivered to NGG by the Generator for processing shall not incfude any "hazardous waste" or any "hazardous substance" as defined in applicable federal and state laws and regulations. Generator further agrees that Generator shall not include in its Medical Waste delivered to NGG any bulk amounts of chemotherapeutic, radiologic or radioactive waste. Generator also agrees that the Medical Waste and other materials delivered to NGG for processing shall not include ~etal pieces, such as locks, links of chain, bolts, major ball and socket prosthesis joints, or any like articles. All regulated Medical Waste which by state law must be incinerated must be segregated and labeled in accordance with applicable laws and regulations. Miscellaneous. The Generator shall store all Sharps Waste in approved Sharps Containers prior to removal by NGG. Any Sharps Waste not stored in approved Sharps Containers will not be accepted for removal by NGG. Sharps Containers must be "snapped shut" at the time of delivery to NGG or NGG may refuse to accept the container. No loose Sharps Waste will be accepted by NGG for removal. 3.0 Responsibilities of NGG. NGG shall be responsible for and shall provide, subject to payment of the fees specified in Section 4 and the other obligations of the Generator specified in this Agreement, the following services: Cu~tomer Initial& \W) U 2

3 Medical Waste. NGG or NGG's designated representative shall collect, transport, treat and dispose of all Medical Waste provided by the Generator to NGG in accordance and compliance with all applicable federal, state and local statutes, ordinances, rules and regulations. Miscellaneous. NGG shall: (a) Maintain all required records for three years, as required by the Act, reflecting the treatment and disposal of the Medical Waste provided to NGG by the Generator, and provide appropriate copies to the Generator. (b) Obtain and maintain in effect at all times during the terms of this Agreement, all licenses, permits and regulatory authorizations required by law in connection with providing the Medical Waste services described in this Agreement. 4.0 Fees. Billing and Payment for Services. Fees. I n consideration of the services to be provided by NGG pursuant hereto, the Generator shall pay to NGG during the Initial Term (as defined in Section 5, below), a fee based on the amount of Medical Waste removed from Generator's facilities by NGG and pursuant to the price structure set forth on Page 1 on this Agreement. NGG's charges are based in part upon treatment cost, fuel cost, insurance and taxes in effect as of the date of this Agreement. NGG therefore reserves the right to increase charges in an amount equal to any increases in these charges by any outside agencies not under the control of NGG. The Generator will be notified in writing thirty (30) days prior to any price increase. If the Generator rejects the price change, NGG, at its sole option, may terminate this Agreement upon written notice to Generator. Billing and Payment. New Generator clients will be assessed an initial Seventy-five Dollar ($75.00) startup fee. New Will-Call Generator Clients will be assessed an initial One Hundred and Fifty Dollar ($150.00) fee. At the end of each billing period, NGG will submit to the Generator an invoice detailing services rendered, fees, and the total amount due to NGG. The full amount of the invoice shall be due and payable without offset or counterclaim at the office of NGG within thirty (30) days of the invoice date ("Due Date"), which Due Date will be shown on the invoice. The sum of 1.5% per month shall be added to any amount remaining unpaid as of the Due Date. If an invoice is not paid by the Due Date, the Medical Waste services provided under this contract may be discontinued at the sole discretion of NGG. Ninety (90) days from date of invoice, if not previously terminated, all services under this Agreement will automatically be discontinued. Subsequent reactivation of services under this Agreement will be subject to $75 reactivation fee. NGG further reserves the right to change the billing terms of this &greement and put the Generator on a "COD" basis in the event of continued late payment by Generator. Generator agrees to pay all costs of collection, including, but not limited to, reasonable attorneys' fees. Miscellaneous Terms and Conditions 5.0 Term; Termination. Term. This Agreement shall continue in effect for period of twelve (12) months from inception ("Term"). The Term shall automatically renew thereafter for successive periods of 12 months each, unless a written notice of termination is provided at least thirty (30) days prior to the end of the Term or any extension Term, or unless earlier terminated as provided in this Agreement. NGG reserves the right, after written notice to the Generator, to increase the fees charged"' for services under for any such extended Term. If Generator terminates this Agreement prior to the end of the Term or any extended Term, Generator shall pay a cancellation fee based on fees which would have been earned for services rendered during the balance of the Term then in effect. Any such termination fee shall be immediately due and payable. Termination. This Agreement may be terminated: (a) By the Generator, if NGG is in material default under this Agreement and such default shall continue uncorrected for a period of thirty (30) days after written notice to NGG stating in detail the basis of the claimed default; or (b) By'NGG (1) If the Generator is in material default under this Agreement and such default shall continue uncorrected for a period of thirty (30) days after written notice to Generator stating in detail the specifics of the claimed default; or Customer Initial,=..(lF-_-,I,lJg.<..W-",-,~,,-- 3

4 (2) If the Generator fails to make any payment due to NGG as set forth in Section 4.0, above; or (3) If the Generator fails to properly screen, separate and store the materials provided to NGG for processing, as required by Section 2 of this Agreement or the Generator fails to immediately remove Hazardous Waste or Hazardous Substances, or Metal Pieces from the Medical Waste or other materials provided to NGG for collection after a request for removal of such materials by NGG. Generator shall reimburse NGG for all damages associated with such acts, including charges imposed by governmental bodies and agencies and attorneys' fees incurred by NGG associated therewith and in enforcing its rights under this paragraph. Upon termination of this contract for any reason, any supplies and equipment belonging to NGG in possession of the Generator will be immediately returned to NGG. 6.0 Force Majeure. The inability or failure of NGG to timely perform its obligations under this Agreement shall automatically be deemed excused by the Generator if such failure to perform is directly or indirectly caused an act or occurrence beyond the control of NGG, including, but not limited to, fires, floods, earthquakes, snow disasters, other acts of God, accidents, riots, wars, operation of law, strikes, or government action or regulation. 7.0 Insurance. NGG shall, at its sole cost and expense, during the term of this Agreement maintain a general liability insurance policy with policy limits of at least One Million Dollars ($1,000,000) per occurrence and annual aggregate. The Generator shall, at its sole cost and expense, during the term of this Agreement a general liability insurance policy with policy limits of at least One Million Dollars ($1,000,000) per occurrence and annual aggregate. 8.0 Indemnification and Limitation of liability. The Generator agrees to indemnify and hold NGG, its directors, officers, employees and agents harmless from and against any and all claims, losses, expenses, penalties, fines, repair costs, lost profits, court costs, liabilities or damages, including but not limited to reasonable attorneys' and consultants' fees, resulting from or arising out of: (a) The Generator's breach of any duty, obligation or representation contained or referred to in this Agreement; (b) The inclusion of any Hazardous Waste, Asbestos, Oil, Metal Pieces, Hazardous Substance, Unacceptable Waste, bulk amounts of chemotherapy waste, radiologic \Ivaste, or radioactive waste, in the waste to be managed by NGG, which waste is strictly limited to Medical Wastes; (c) Any spills, leaks or discharges of Medical Waste or any other violation of the Act caused or committed by the Generator, its employees, its agents or others acting on the Generator's behalf. (d) Any and all costs, including reasonable attorneys' fees, associated with efforts of NGG in enforcing its rights under this section. The indemnification obligations under this Section 8.0 shall not be affected by the failure of NGG to investigate or check the contents of the Medical Waste and other materials provided to NGG by the Generator for processing. 8.1 Limitation of Liability; Indemnification by NGG. The liability of NGG to the Generator may only arise from a breach of the terms and conditions of this Agreement. In no event shall NGG's liability under this Agreement exceed the greater of (a) the total of all fees paid to NGG by Generator under this Agreement or (by the portion of any claim, if any, covered by NGG's insurance. Subject to this limitation of liability, NGG agrees to indemnify and hold Generator, its directors, officers, employees and agents hereunder harmless from and against any and all claims, losses, expenses, penalties, fines, repair costs, lost profits, court costs, liabilities or damages, including but not limited to reasonable attorneys' and consultants' fees, resulting from or arising out of: (a) NGG's breach of any duty, obligation or representation contained or referred to in this Agreement; (b) Any spills, leaks or discharges caused by NGG, its employees, its agents or others acting on its behalf. Customer Initial~ ~ 4

5 9.0 NGG's Assignment. This Agreement and the rights and obligations of NGG hereunder may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part Waiver. Sharps Container means a rigid puncture-resistant container that, when sealed, is leak resistant and cannot be reopened without great difficulty (Section of the Act). All Sharps Containers must be approved by NGG. Sharps Waste shall have the same definition attributed to that term in Section of the Act. No covenant or condition of this Agreement can be waived except by the written consent of NGG. Forbearance and indulgence by NGG in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by the Generator to which the same may apply. Upon the Generator's failure to perform any of its duties hereunder, NGG may (but shall not be obligated to) perform any such duties. Any amount expended by NGG in connection therewith shall be treated as an additional fee payable pursuant to Section 4, above, and shall bear interest at the rate set forth therein from the date paid by NGG Amendments. This Agreement shall not be amended, altered or changed except by a written agreement signed by both NGG and the Generator. 12. Definitions. The following terms when used in this Agreement shall have the following definitions: Act shall mean the California Medical Waste Management Act (Health and Safety Code Section through ), as amended from time to time.,,~, Medical Waste shall have the same definition attributed to that term in Section of the Act. However, for the purposes of this Agreement, Medical Wastes shall not include electively aborted human fetuses and NGG shall have no obligation to accept and dispose of electively aborted human fetuses under this Agreement. Customer Initial~ ~ 5