REQUEST FOR PROPOSAL No. 2015-AD-0016 FOR REGULATED MEDICAL WASTE REMOVAL SERVICES

RBHA.ORG 804-819-4000 107 SOUTH FIFTH STREET, RICHMOND, VA 23219 REQUEST FOR PROPOSAL No. 2015-AD-0016 FOR REGULATED MEDICAL WASTE REMOVAL SERVICES SEALED PROPOSAL ACCEPTANCE DATE AND TIME APRIL 20, 2015, AT 10:00 A.M. Adrienne D. Childress, VCA, VCO Senior Contract Officer (804) 343-7647 Email: childressa@rbha.org

RFP Number: 2015-AD-0016 Issue Date: March 17, 2015 Commodity Code(s): 47534, 94893, 95896 Title: Issuing Agency: Period of Contract: Worksite: Medical Waste Removal Services Richmond Behavioral Health Authority 107 S. Fifth Street, Richmond, Virginia 23219 July 01, 2015 through June 30, 2016; with four (4) one year renewal options Richmond, Virginia Submit questions in written format no later than April 1, 2015, at 10:00 a.m. Eastern Time. See Attachment E. The Richmond Behavioral Health Authority will answer material and pertinent questions in writing by posting an Addendum on the RBHA s website at http://www.rbha.org and on the eva website at http://www.eva.virginia.gov. It is the responsibility of the potential Offeror to check the web sites for these notices. For mailed and hand delivered sealed proposals, send directly to the issuing agency identified above, Attention Adrienne D. Childress, Senior Contract Officer no later than April 20, 2015 at 10:00 a.m. Eastern Time. The Richmond Behavioral Health Authority will not consider late proposals. Offerors mailing proposals should allow sufficient mail delivery time to ensure timely receipt. A pre-conference is not scheduled. Direct all inquiries for information to Adrienne D. Childress, Senior Contract Officer at (804) 343-7647 or childressa@rbha.org. Unauthorized contact with other Richmond Behavioral Health Authority staff regarding this RFP may result in the disqualification of the Offeror. **********FACSIMILES ARE NOT ACCEPTED************** In compliance with this Request for Proposal (RFP) and subject to all conditions imposed therein, the undersigned agrees to furnish the services at the prices by their submission. *Virginia provider License No. (if applicable) Class: Specialty Codes: Name and Address of Firm: Date: By: (Signature In Ink) Zip Code: Name: eva provider ID or DUNS#: (Please Print) Fax Number: ( ) Title: E-mail Address: Telephone Number: ( ) Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, 2.2-4343.1 or against a Bidder because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. Regulated Medical Waste Disposal Services Page 2

IT IS THE OFFEROR S RESPONSIBIILTY TO ENSURE THAT PROPOSALS ARE RECEIVED AT THE LOCATION INDICATED BY THE DATE AND TIME LISTED HEREIN. OFFERORS WILL INCLUDE THIS COVER SHEET IN YOUR PROPOSAL WITH ALL REQUESTED INFORMATION AND AN AUTHORIZED SIGNATURE. IF AN ADDENDUM IS ISSUED TO THIS RFP, IT IS THE RESPONSIBILITY OF THE OFFEROR TO PROVIDE ACKNOWLEDGEMENT OF THAT ADDENDUM AS PART OF THE PROPOSAL SUBMISSION. IN COMPLIANCE WITH THIS REQUEST FOR PROPOSALS AND TO ALL THE CONDITIONS IMPOSED THEREIN, THE UNDERSIGNED OFFEROR AGREES TO FURNISH THE SERVICES IN ACCORDANCE WITH THE ATTACHED SIGNED PROPOSAL OR AS MUTUALLY AGREED UPON BY SUBSEQUENT NEGOTIATION. My signature warrants that I have not employed or retained any firm or person other than a bona fide employee working solely for the firm to solicit or secure this Contract and have not paid or agreed to pay any firm or person other than a bona fide employee working solely for the firm any fee, commission, percentage, brokerage fee, gifts or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the RBHA will have the right to annul or void this Contract without liability or, in its sole discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. My signature also certifies that this firm has no business or personal relationships with any other companies or persons that could be considered as a conflict of interest or potential conflict of interest to the Richmond Behavioral Health Authority, and that there are no principals, officers, agents, employees, or representatives of this firm that have any business or personal relationships with any other companies or persons that could be considered as a conflict of interest or a potential conflict of interest to the RBHA, pertaining to any and all work or services to be performed as a result of this request and any resulting contract with the RBHA. If the Offeror knowingly makes a material misrepresentation in submitting information to the RBHA, such misrepresentations are sufficient grounds for rescinding the award of this Contract. By signing this document, I hereby certify that I am authorized to sign as a Representative for the Firm and to obligate the Firm to the terms and conditions contained herein: (Official Signature) Print Name of Organization Print Name Tax Identification Number Organization Address Telephone Number Email Address Fax Number Date Note: This public body does not discriminate against faith-based organizations in accordance with the Code of Virginia, 2.2-4343.1 or against a Bidder because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment. Regulated Medical Waste Disposal Services Page 3

TABLE OF CONTENTS I. PURPOSE PAGE 5 II. BACKGROUND PAGE 5 III. STATEMENT OF NEEDS PAGE 6 IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS PAGE 7 V. EVALUATION PAGE 9 VI. TERMS AND CONDITIONS PAGE 10 VII. SPECIAL TERMS AND CONDITIONS PAGE 20 VIII. REQUIRED ATTACHMENTS WITH PROPOSAL: PAGE 23 BUSINESS ASSOCIATE AGREEMENT ATTACHMENT A: CONFLICT OF INTEREST STATEMENT ATTACHMENT B: OFFEROR DATA SHEET ATTACHMENT C: STATE CORPORATION COMMISSION FORM ATTACHMENT D: PROPOSAL QUESTIONS/INQUIRIES ATTACHMENT E: PRICE PROPOSAL SHEET Regulated Medical Waste Disposal Services Page 4

I. PURPOSE The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a term contract with a qualified source through competitive negotiation to provide Regulated Medical Waste Removal Services for Richmond Behavioral Health Authority (RBHA), a political subdivision of the Commonwealth of Virginia. II. BACKGROUND RBHA is licensed by the Virginia Department of Behavioral Health and Developmental Services and is the statutorily established public entity responsible for providing mental health services, intellectual disabilities services, and substance abuse and prevention services to the citizens of the City of Richmond. RBHA was established in July 1996 by resolution of the City Council of the City of Richmond, pursuant to 37.2-600 of the Code of Virginia, as a behavioral health authority. Services are provided directly by staff of the RBHA and through contracts with private providers within the community. RBHA has approximately 425 employees. RBHA revenue sources include Medicare, Medicaid, private insurance, and self-pay. Stericycle, Inc. (Stericycle) currently provides regulated medical waste removal services to RBHA. Stericycle pickups and disposes of regulated medical waste biweekly from the following locations: LOCATION Med Unit First Floor, Room 177 Crisis Stabilization Unit (CSU) Basement Level, Room 104 PACT Third Floor, Room 347 Marshall Center Nurses Lab REACH Nurses Office ADDRESS 107 South 5 th Street Richmond, Virginia 23219 107 South 5 th Street Richmond, Virginia 23219 107 South 5 th Street Richmond, Virginia 23219 4303 W. Broad Street Richmond, Virginia 23230 7700 Brook Road Richmond, Virginia 23227 RBHA purchased and utilizes five-quart containers for RMW. Stericycle provides 18 X18 X24 lined (red biohazard) cardboard boxes. RBHA staff members seal the cardboard boxes and Stericycle pickup and removes the sealed boxes. III. DEFINITION Regulated medical waste (RMW) - Also known as bio-hazardous waste or infectious medical waste, the portion of the waste stream that may be contaminated by blood, bodily fluids or other potentially infectious materials, thus posing a significant risk of transmitting infection. RMW includes but is not limited to the following: contaminated injection needles, blood-drawing Regulated Medical Waste Disposal Services Page 5

needles, wound dressings, specimen collection products that maybe contaminated with blood or bodily fluids. IV. STATEMENT OF NEEDS The Offeror will have a minimum of five years providing the services described herein. The Offeror will provide all labor, equipment and materials for the collection, replacement boxes, biohazard bags, packaging, labeling, marking, pick up, loading, manifesting, transporting, treatment and disposing of RMW at the sites listed above. RBHA supplies the sharps containers. A. General Requirements 1. The qualified Offeror must perform RMW services in accordance with the: a. Code of Virginia, Section 10.1-1400 et. Seq., as amended, known as the Virginia Solid Waste Management Act and Virginia Department of Environmental Quality (DEQ) Medical Waste Management Regulations (#9VAC20-120). b. US Department of Transportation (DOT) training, security, & waste transport regulations including 49 CFR 172.704 and 172.800, 902 and 804, as amended. c. OSHA standards and regulations. Specifically, OSHA standards and regulations related to the use and handling of hazardous medical waste and bloodborne pathogens. d. All Commonwealth of Virginia or Federal Guidelines, as amended for regulated medical waste disposal. 2. The qualified Offeror will possess a solid waste management facility operator license the off-loading receiving facility from the Virginia Board for Waste Management Facility Operators if the provisions in 9VAC20-170-180 and 9VAC20-170-190, as amended. B. Specific Requirements The Offeror will provide the following RMW services, but are not limited to the following: 1. Pickup one large cardboard box from PACT every other Tuesday during normal business hours of 8:00 a.m. to 5:00 p.m. 2. Pickup cardboard boxes (one or more) from the Med Unit, CSU, the Marshall Center and REACH once a month, during PACT s second scheduled Tuesday picked up. This monthly pickup will be during normal business hours of 8:00 a.m. to 5:00 p.m. 3. Pick up and dispose of RMW in accordance with industry standards. 4. Offer quarterly audio safety meetings on critical and safety topics. 5. Hazard communication poster and secondary labels, as requested. 6. Mock OSHA evaluation, including written recommendations, as requested. Regulated Medical Waste Disposal Services Page 6

7. On-site annual OSHA training with qualified Occupational Safety Specialist, as requested (may qualify for CE units). 8. Submit monthly-computerized tracking log of all RMW pickups. 9. Provide all locations the necessary boxes used for pickup, containers and bio-hazardous bags, as requested. 10. Remove RMW in a professional manner without risk of contamination to any areas of the pick-up locations. Should vendor cause any contamination of any area of the facility, the vendor is responsible for decontamination of that area and reporting the occurrence to the RBHA designated staff member. The vendor will conduct decontamination and clean-up in accordance with all federal, state, & local laws and regulations and will meet the RBHA s satisfaction. 11. Offeror is responsible for training selected personnel on RMW handling and packaging in support of current regulatory and environmental compliance measures or laws, as needed. 12. RBHA may request additional pickup services on an as needed basis. The contractor will perform additional pickup services within twenty-four (24) hours of notification. Offeror will provide an emergency point of contact. 13. Compliance with federal, state, local laws and regulations, including all required liability insurance. 14. Detailed invoicing for each location listed in this RFP. V. PROPOSAL PREPARATION AND SUBMISSION REQUIREMENTS A. Response: 1. Considered Offerors will provide a complete response to this solicitation, to include complete RFP documents, including any addendum and the acknowledgements. 2. One marked original and three (3) complete copies of the proposal, signed by a representative duly authorized to execute binding contracts in behalf of the Offeror. All proposals must arrive before or on the due date and time at the RBHA address shown on page two of this solicitation; attention: Adrienne D. Childress, Senior Contract Officer. 3. Failure to submit all information requested may result in the RBHA requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. 4. Mandatory requirements are required by law or regulation or are such that they cannot be waived and are not subject to negotiation. 5. Proposals that are substantially incomplete or lack key information are subject to rejection. B. Proposal Preparation: 1. Proposals shall be signed by an authorized representative of the Offeror. All information requested must be submitted. Failure to submit all information requested may result in RBHA Regulated Medical Waste Disposal Services Page 7

requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals that are substantially incomplete or lack key information may be rejected by RBHA. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. 2. Proposals are typed/word processed and signed in ink, by an authorized representative of the Offeror on the RBHA RFP document where indicated. 3. Proposals are prepared simply and economically. Emphasis is placed on completeness and clarity of content. Proposals are thorough and detailed as possible so RBHA may properly evaluate your capabilities to provide the required services. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed. 4. Trade secrets or proprietary information submitted by an Offeror in connection with a procurement transaction is not subject to public disclosure under the Virginia Freedom of Information Act; however, the Offeror or Contractor shall (i) invoke the protections 2.2-3700 et seq prior to or upon submission of the data or other materials, (ii) identify the data or other materials to be protected, and (iii) state the reasons why protection is necessary. The Offeror may provide redacted copies for all except the original. 5. Offerors will submit the following items as a complete proposal: a. The return of the complete RFP signed and filled out where required, submitted by the RFP due date and time. Late responses are not returned to Offerors unless requested. b. A complete typed narrative and/or information bounded or contained in a single volume where practical and arranged, including but not limited to, the following: i. Qualifications/Experience. A written narrative statement to include, but not limited to the expertise, qualifications, and experience of the firm and resumes of specific personnel to be assigned to perform the work. The Offeror must have a presence in the Commonwealth of Virginia. ii. iii. Project Approach. A detailed plan to execute each requirement of the Statement of Needs identified in this RFP. Provide a transition plan and time-table, if appropriate. Indicate the location of the facility where the described services are provided. The facility will have hours of operation consistent with the services as outlined in this RFP. References. See Attachment B. The RBHA reserves the right to contact each reference and discuss the project. iv. Cost Information. See Attachment E. v. Other Information. Provide any other information thought to be relevant, but not applicable to the other categories in this section. Include the document number and page, if publications are referenced to respond to a requirement. This will provide a quick reference for the selection committee. Regulated Medical Waste Disposal Services Page 8

VI. EVALUATION AND AWARD CRITERIA A. EVALUATION. Proposals are considered only from firms or individuals normally engaged in the services as specified herein. RBHA will open and list the proposals for the record as soon as practical after the closing time and date. This is not a public opening. Shortly thereafter, an Evaluation Committee will use the following evaluation criteria and weighing factors in selecting the firm for negotiation and recommendation for award of the contract. In any and all cases, the primary objective of RBHA is to obtain the highest quality and greatest diversity of services at the lowest possible cost. In furtherance of such objective, proposals are evaluated on the basis of the following categories: CRITERIA Qualifications/Experience as described in Section IV.B.5.b.i of this RFP. Project Approach as described in Section IV.B.5.b.ii of this RFP. 30 References as outlined in Section IV.B.5.b.iii of this RFP and Attachment B: Offeror Data Sheet. Cost Information as described in Section IV.B.5.b.iv of this RFP and Attachment E: Price Proposal Sheet Quality and Completeness of Proposal Submission as identified in Section IV. POINT VALUE TOTAL POINTS 100 B. SELECTION PROCEDURES. During the evaluation phase, proposals are reviewed by the Evaluation Committee to ascertain which proposals address all the requirements of the RFP, and to conduct an analysis to document the adequacy of the proposals. Proposals determined as technically non-responsive or not as responsive as other proposals are eliminated at this point. Once qualified Offerors are determined, the Evaluation Committee may interview selected Offerors to clarify specific matters presented in the proposals. The Evaluation Committee will use information gained during these discussions, and information presented in the proposal, to rank Contractors in accordance with criteria stated in the RFP. The selected Offeror(s) are required to assume responsibility for all services offered in their proposals. NOTE: The Evaluation Committee reserves the right to conduct presentations and/or visit the premises of the Offerors. Further, RBHA will consider the selected Offerors as the sole point of contact with regard to contractual matters. C. ORAL PRESENTATIONS. RBHA may request that Offerors who submit a proposal in response to this RFP give an oral presentation of their proposal. This will provide an opportunity for the Offeror to clarify or elaborate on, but not change their proposal. RBHA will schedule the time and location of these presentations. Oral presentations are an option of the RBHA; therefore, complete written proposals are required. D. AWARD. RBHA will engage in individual discussions with two or more offerors deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be 35 20 10 5 Regulated Medical Waste Disposal Services Page 9

permissible. Such offerors shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage the public body may discuss non-binding estimates of total project costs, including, but not limited to, life-cycle costing, and, where appropriate, non-binding estimates of price for services. Proprietary information from competing offerors shall not be disclosed to the public or to competitors. At the conclusion of the informal interviews, on the basis of evaluation factors published in the Request for Proposals and all information developed in the selection process to this point, the purchasing agency shall select, in the order of preference, two or more offerors whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall then be conducted, beginning with the offeror ranked first. If a contract satisfactory and advantageous to the purchasing agency can be negotiated at a price considered fair and reasonable, the award shall be made to that offeror. Otherwise, negotiations with the offeror ranked first shall be formally terminated and negotiations conducted with the offeror ranked second, and so on, until such a contract can be negotiated at a fair and reasonable price. RBHA reserves the right to make multiple awards as a result of this solicitation. Should RBHA determine in writing and in its sole discretion that only one offeror is fully qualified, or that one offeror is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that offeror. VII. CONTRACT PERIOD The initial contract for the services outlined in this RFP will commence on or about the date of the contract signing for twelve (12) consecutive months, with four (4) twelve (12) month renewal options, unless terminated in accordance with the terms of this contract. VIII. TERMS & CONDITIONS 1. ADVERTISING: In the event a contract is awarded for supplies, equipment, or services resulting from this proposal, no indication of such sales or services to RBHA are used in product literature or advertising. The Contractor will not state in any of its advertising or product literature that RBHA has purchased or uses any of its products or services, and the Contractor will not include RBHA in any client list in advertising and promotional materials. 2. ANNOUNCEMENT OF AWARD: Upon the award or the announcement of the decision to award a contract as a result of this solicitation, the purchasing agency will publicly post such notice on the DGS/DPS eva VBO (www.eva.virginia.gov) for a minimum of 10 days. 3. ANTI-DISCRIMINATION: Offerors certify to the Richmond Behavioral Health Authority that they will conform to the provisions of the Federal Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment contracting Act of 1975, as amended, where applicable, the Virginians With Disabilities Act, the Americans With Disabilities Act and 2.2-4311 of the Virginia Public Procurement Act (VPPA). If the award is made to a faith-based organization, the organization will not discriminate against any recipient of goods, services, or disbursements made pursuant to the contract on the basis of the recipient's religion, religious belief, refusal to participate in a religious practice, or on the basis of race, age, color, gender or national origin and is subject to the same rules as other organizations that contract with public bodies to account for the use of the funds provided; however, if the faith-based organization segregates public funds into separate accounts, only the accounts and programs funded with public funds are subject to audit by the public body. (Code of Virginia, 2.2-4343.1E). In every contract over $10,000, the provisions in A. and B. below apply: Regulated Medical Waste Disposal Services Page 10

a. During the performance of this contract, the Contractor agrees as follows: i. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin or disabilities, except where religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the Contractor has contracts over $10,000.00. ii. iii. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer. Notices, advertisements and solicitations placed in accordance with federal laws, rules or regulations are deemed sufficient for meeting the requirements of this Section. b. The Contractor will include the provisions of a. above in every subcontract or purchase order of over $10,000, so that the provisions are binding upon each subcontractor or Contractor. 4. ANTITRUST: The Contractor conveys, sells, assigns, and transfers to RBHA all rights, title and interest in and to all causes of the action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by the Commonwealth of Virginia under said contract. 5. APPLICABLE LAW AND COURTS: This solicitation and any contract resulting from this solicitation is governed and construed in accordance with Virginia law without taking into account conflicts of laws rules. The parties hereto expressly agree that the proper forum for adjudication of matters arising under or relating to the contract resulting from this solicitation is the Circuit Court of the City of Richmond. RBHA may at its discretion, and if agreeable to the Offeror, resolve any issues in controversy arising from the award of the contract or any contractual dispute using Alternative Dispute Resolution (ADR) procedures (Code of Virginia, 2.2-4366). The Offeror will comply with applicable federal, state and local laws and regulations. 6. ASSIGNMENT OF CONTRACT: The Contractor may not assign this contract in whole or in part without the written consent of RBHA nor will the Contractor assign any monies due or to become due hereunder without the prior written consent of RBHA. 7. AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH: A Contractor organized as a stock or non-stock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership is authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act will not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. A public body may void Regulated Medical Waste Disposal Services Page 11

any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section. 8. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that the agency is bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement. 9. CHANGES TO THE CONTRACT: Changes are made to the contract in any of the following ways: a. The parties may agree in writing to modify the scope of the contract. An increase or decrease in the price of the contract resulting from such modification is agreed to by the parties as a part of their written agreement to modify the scope of the contract and are subject to the requirements of the Virginia Public Procurement Act. b. RBHA may order the changes within the general scope of the contract at any time by written notice to the Contractor. Changes within the scope of the contract include, but are not limited to, things such as services performed, the program setting, and staffing. The Contractor will comply with the notice upon receipt. RBHA will compensate the Contractor for any additional costs incurred as the result of such order and will give RBHA a credit for any savings. Said compensation is determined by one of the following methods at the discretion of RBHA: i. By mutual agreement between the parties in writing; or ii. By agreeing upon a unit price or using a unit price set forth in the contract, if the work to be done can be expressed in units, and the Contractor accounts for the number of units of work performed, subject to RBHA s right to audit the Contractor s records and/or to determine the correct number of units independently; or iii. By ordering the Contractor to proceed with the work and keep a record of all costs incurred and savings realized. A markup for overhead and profit may be allowed if provided by the contract. The same markup is used for determining a decrease in price as the result of savings realized. The Contractor will present RBHA with all vouchers and records of expenses incurred and savings realized. RBHA will have the right to audit the records of the Contractor, as it deems necessary to determine costs or savings. Any claim for an adjustment in price under this provision are asserted by written notice to RBHA within (30) thirty-days from the date of receipt of the written order from RBHA. If the parties fail to agree on an amount of adjustment, the question of an increase or decrease in the contract price or time for performance is resolved in accordance with the procedures for resolving disputes provided by the Disputes Clause of this contract or, if there is none, in accordance with the disputes provisions of the Commonwealth of Virginia Providers Manual. Neither the existence of a claim nor a dispute resolution process, litigation or any other provision of this contract will excuse the Contractor from promptly complying with the changes ordered by RBHA or with the performance of the contract generally. 10. CLARIFICATION OF TERMS: If any prospective Offeror has questions about the Scope of Work or other solicitation documents, the prospective Offeror should contact the Senior Contract Officer whose name appears on the face of the solicitation, no later than five (5) business days before the acceptance date. Only the Senior Contract Officer will make any revisions to this solicitation, and issue such revisions by addendum. Regulated Medical Waste Disposal Services Page 12

11. CONTINUITY OF SERVICES: The Contractor recognizes that the services under this contract are vital to RBHA and must continue without interruption and that, upon contract expiration, a successor, either RBHA or another Contractor, may continue them. The Contractor agrees: i. to exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor; ii. to make all RBHA owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the contract to facilitate transition to successor; and, iii. RBHA s Purchasing Department will have final authority to resolve disputes related to the transition of the contract from the Contractor to its successor. a. The Contractor will, upon written notice from RBHA s Purchasing Department, furnish phase-in/phase-out services for up to ninety (90) days after this contract expires and will negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan is subject to RBHA Purchasing Department s approval. b. RBHA will reimburse the Contractor for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. RBHA Procurement Department will approve all phase-in/phaseout work fees in writing prior to commencement of said work. 12. DEBARMENT STATUS: Offerors certify that they are not currently debarred, suspended or otherwise excluded parties from submitting proposals on contracts by any agency of the Commonwealth of Virginia, nor are they an agent of any person or entity that is currently debarred from submitting proposals on contracts by an agency of the Commonwealth of Virginia. Each Offeror is screened at the time of RFP response to ensure that the Offeror, its principle and their named subcontractors are not debarred, suspended or otherwise excluded by any Federal Agency of the United States Government. 13. DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions, RBHA, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs. This remedy is in addition to any other remedies that RBHA may have. 14. DOCUMENTS AND CONFIDENTIALITY: The Contractor ensures that information and data obtained as to personal or medical facts and circumstances related to clients are collected and held confidential, during and following the term of this agreement, and will not be divulged without the written consent of the individual. The Contractor will comply with the security and privacy requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Contractor will make available for inspection and/or reproduction by RBHA any records in the possession of the Contractor that relates to the services provided under this agreement. 15. DRUG FREE WORKPLACE: During the performance of this contract, the Contractor agrees to: a. provide a drug-free workplace for the contractor's employees; Regulated Medical Waste Disposal Services Page 13

b. post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; c. state in all solicitations or advertisements for employees placed by or on behalf of the contractor that the contractor maintains a drug-free workplace; and d. include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions are binding upon each subcontractor or Contractor. e. For the purposes of this section, drug-free workplace means a site for the performance of work done in connection with a specific contract awarded to a contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any controlled substance or marijuana during the performance of the contract. f. The Contractor further acknowledges and certifies that it understands that a violation of these prohibitions constitutes a breach of contract and may result in default action being taken by RBHA in addition to any criminal penalties that may result from such conduct. 16. ETHICS IN PUBLIC CONTRACTING: Contractors certify that their proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Contractor, supplier, manufacturer or subcontractor in connection with their proposal, and that they have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged. 17. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT: The Contractor will comply with privacy and security requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Contractor is expected, if requested by RBHA, to execute a HIPAA Business Associate contract/agreement. 18. IMMIGRATION REFORM AND CONTROL ACT OF 1986: Contractors certify that they do not and will not during the performance of this contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the Federal Immigration Reform and Control Act of 1986 (the Act ) or otherwise violate the provisions of the Act. 19. INDEMNIFICATION: The Contractor will indemnify, defend and hold harmless RBHA, its officers, agents, and employees from and against any and all losses, liabilities, claims, damages and expenses including court costs and reasonable attorney s fees arising from any material default or breach by the Contractor of its obligation specified in this contract, as well as all claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its officers, agents, and employees. Furthermore the Contractor will assume the entire responsibility and liability for any and all damages to persons or property caused by or resulting from or arising out of any act or omission on the part of the Contractor, its subcontractors, its agents or its employees under or in connection with this contract. The Contractor will hold harmless and indemnify RBHA and its agents, its volunteers, its servants, its employees, and its officers from and against any and all claims, losses or expenses including but not limited to court costs and attorneys fees, Regulated Medical Waste Disposal Services Page 14

which either or both of them may suffer, pay or incur as the result of claims or suits due to, arising out of or in connection with any and all such damage, real or alleged. The Contractor will upon written demand by RBHA, assume and defend at the Contractor s sole expense any and all such claims or legal actions. 20. INSURANCE: The Contractor certifies that, if awarded this contract, it will have the insurance coverage listed below at the time the contract is awarded. Additionally, the Offeror further certifies that the Contractor or subcontractors will maintain this coverage during the entire term of the contract, and that all insurance coverage s are provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission. a. During the period of the contract, RBHA reserves the right to require the Contractor to furnish certificates of insurance for the coverage required by RBHA as indicated. b. The minimum insurance coverage required: i. Contractual Liability. Broad form contractual Liability insurance will include the indemnification obligation set forth in this contract. ii. Commercial General Liability. Commercial General Liability insurance will insure against all claims, loss, cost, damage, expense or liability from loss of life or damage or injury to persons or property arising out of the Consultant s performance under this contract. The minimum limit of liability for this coverage is $1,000,000 combined single limit for any one occurrence. iii. Automobile Liability. The minimum limit of liability for Automobile Liability Insurance is $1,000,000 combined single limit applicable to owned or non-owned vehicles used in the performance of any work under this contract. iv. Workers Compensation. Workers Compensation insurance covering Consultant s statutory obligation under the laws of the Commonwealth of Virginia and Employer s Liability insurance is maintained for all its employees engaged in work under this contract. Minimum limits of liability for Employer s Liability is $100,000 bodily injury by accident each occurrence; $500,000 bodily injury by disease (policy limit); and $100,000 bodily injury by disease (each employee). With respect to Workers Compensation coverage, the Consultant s insurance company will waive rights of subrogation against the RBHA, its officers, employees, agents, volunteers and representatives. v. Umbrella Coverage. The insurance coverage s and amounts set forth in subsections (1), (2), (3), and (4) of this Section may be met by an umbrella liability policy following the form of the underlying primary coverage in a minimum amount of $1,000,000. Should an umbrella liability insurance coverage policy be used, such coverage is accompanied by a certificate of endorsement stating that it applies to the specific policy numbers indicated for the insurance providing the coverage s required by subsections (1), (2), (3), and (4), and it is further agreed that such statement is made a part of the Certificate of Insurance furnished by the Consultant to RBHA. vi. Other insurance as required based upon the nature of the contract. Regulated Medical Waste Disposal Services Page 15

c. The Contractor will indemnify, defend and hold harmless RBHA, its officers, agents and employees from and against any and all losses, liabilities, claims, damages and expenses (including court costs and reasonable attorneys fees) arising from any material default or breach by the Contractor of its obligations specified in this contract, as well as all claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its officers, agents and employees. 21. LICENSE: All licenses, permits, and inspection fees required for this project will comply with all laws, ordinances, regulations, and building code requirements applicable to the work contemplated herein. 22. MANDATORY USE OF FORM AND TERMS AND CONDITIONS: Modification of or additions to the terms and conditions of the solicitation may cause the rejection of the proposal; however, RBHA reserves the right to decide, on a case by case basis, in its sole discretion, whether or not to reject such a proposal. 23. MULTIPLE PROPOSALS: An Offeror may not submit more than one proposal. 24. NONDISCRIMINATION OF CONTRACTORS: An Offeror, or Contractor will not discriminate against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment or because the Offeror or Offeror employs ex-offenders unless the state agency, department or institution has made a written determination that employing ex-offenders on the specific contract is not in its best interest. If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, the public body will offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative Contractor. 25. OBLIGATION OF OFFEROR: The Contractor covenants and agrees that he/she has satisfied him/herself, from his/her own investigation of the conditions to be met, that he/she fully understands his/her obligation and that he/she will not make any claim for, or have right to cancellation or relief from the contract because of any misunderstanding or lack of information. 26. OWNERSHIP OF MATERIAL: Ownership of all data, material, and documentation originated and prepared for RBHA pursuant to the RFP belongs exclusively to RBHA and is subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or propriety information submitted by a Contractor will not be subject to public disclosure under the Virginia Freedom of Information Act; however, the Contractor must invoke the protection of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary. 27. PAYMENT: a. To Prime Contractor: i. Any payment terms requiring payment in less than thirty (30) days are regarded as requiring payment thirty (30) days after invoice or delivery, whichever occurs last. Regulated Medical Waste Disposal Services Page 16

This will not affect offers of discounts for payment in less than thirty (30) days, however. ii. iii. The following is deemed the date of payment: the date of postmark in all cases where payment is made by mail, or the date of offset when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable are researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, RBHA will promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve an agency of its prompt payment obligations with respect to those charges which are not in dispute (Code of Virginia, 2.2-4363). b. To Subcontractors: i. A Contractor awarded a contract under this solicitation is hereby obligated: 1) To pay the subcontractor(s) within seven (7) days of the Contractor s receipt of payment from RBHA for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or 2) To notify RBHA and the subcontractor(s), in writing, of the Contractor s intention to withhold payment and the reason. ii. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from RBHA, except for amounts withheld as stated in (2) above. The date of mailing of any payment by U. S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of RBHA. 28. PERSONNEL: The Contractor may change personnel designated in the management summary for key positions after receiving prior permission from RBHA. RBHA will only approve such change when, in its opinion, the substitute personnel have equal or greater qualifications and experience than those they replace. 29. POST AWARD: Following the selection and signing of a contract, the Procurement Technician will publicly post such notice on the DGS/DPS eva VBO (www.eva.virginia.gov) for a minimum of 10 days. 30. PRECEDENCE OF TERMS: The following General Terms and Conditions CONTRACTORS MANUAL, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN Regulated Medical Waste Disposal Services Page 17

PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF STATE FORM AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT will apply in all instances. In the event there is a conflict between any of the General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions will apply. 31. PREVAILING LAWS: All services provided by the Contractor pursuant to this agreement are performed to the satisfaction of RBHA, and in accordance with all applicable federal, state and local law, ordinance, rules and regulations. The Contractor will not receive payment for work found by RBHA to be unsatisfactory, or performed in violation of federal, state or local laws, ordinances, rules or regulations. 32. PRICE CURRENCY: Offerors will state offer prices in US dollars. 33. QUALIFICATIONS OF OFFERORS: RBHA may make such reasonable investigations as deemed proper and necessary to determine the ability of the Contractor to perform the work and the Contractor will furnish to RBHA all such information and data for this purpose as may be requested. RBHA reserves the right to inspect the Contractor s physical plant prior to award to satisfy questions regarding the Contractor s capabilities. RBHA further reserves the right to reject any proposal if the evidence submitted by or investigations of such Contractor fails to satisfy RBHA that such Contractor is properly qualified to carry out the obligations of the contract and to complete the work contemplated herein. 34. TESTING AND INSPECTION: The Commonwealth reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications. 35. RECORDS: Records on all clients served under this contract are the property of RBHA and will revert to RBHA on the last day of the contract period. RBHA may assign such records to the Contractor if a contract is re-awarded or renewed, or RBHA may transfer copies of the client record totally or in part to subsequent Contractors for continuity of service. a. The Contractor agrees to retain fiscal and program records for three (3) years or until audited in accordance with Commonwealth of Virginia requirements, whichever is later. b. The Contractor will maintain individual client records and service information in an accurate manner and provide all RBHA reporting requirements in a timely manner. 36. REJECTION OF PROPOSAL: RBHA reserves the right to reject any and all proposals, at any time, whenever such is in the best interest. RBHA may reject a firm s proposal for one or more, but not limited to, the following reasons: a. Failure of the firm(s) to submit a proposal within the time frames specified; b. Failure of the firms(s) to provide the required information; c. Failure of the firm(s) to respond to the request for clarification, presentation, or demonstration; d. Failure of the firm to follow the prescribed RFP preparation, submission, and response format instructions; e. Unbalanced proposals; that is, proposals in which the prices quoted for some work is out of proportion to those quoted for other work; f. Lack of responsibilities on the part of the Offeror; or g. Submission of a proposal that does not meet the RBHA s requirements as outlined herein. Regulated Medical Waste Disposal Services Page 18

37. RETURN OF PROPOSAL: RBHA advises that all proposals submitted under this RFP will become the property of RBHA and will not be returned, unless requested by the Offeror. However, if any portion of the proposal is marked "proprietary and is highlighted, this portion can be returned after award of contract if requested, at the Contractor s expense. Budgets and price quotations are considered public information in proposals submitted to RBHA. Classifying budgets and price quotations as "proprietary" or "confidential" may render the proposal nonresponsive. The classification of aspects of the proposal that are not trade secrets or proprietary as proprietary may render the proposal non-responsive. 38. SEVERABILITY: If any provision of the Scope of Work, General Terms and Conditions or Special Terms and Conditions be held invalid, such holding will not affect the remaining provisions. 39. STATE CORPORATION COMMISSION IDENTIFICATION NUMBER: Pursuant to Code of Virginia, 2.2-4311.2 subsection B, an Offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 is required to include in its proposal(s) the identification number issued to it by the State Corporation Commission (SCC). Any Offeror not requiring authorization to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law is required to include in its proposal(s) a statement describing why the Offeror does not require said authorization. Indicate the above information on the SCC Form provided. Contractor agrees that the process by which compliance with Titles 13.1 and 50 is checked during the solicitation stage (including without limitation the SCC Form provided) is streamlined and not definitive, and RBHA s use and acceptance of such form, or its acceptance of Contractor s statement describing why the Offeror does not legally require authorization to transact business in the Commonwealth, is not conclusive of the issue and the Contractor will not relied upon this as demonstrating compliance. 40. SUBCONTRACTS: No portion of the work is subcontracted without prior written consent of RBHA. In the event that the Contractor desires to subcontract some part of the work specified herein, the Contractor will furnish the contracting authority the names, qualifications and experience of their proposed subcontractors. The Contractor will, however, remain fully liable and responsible for all work done by its subcontractor(s) and will ensure compliance with all requirements of the contract. 41. SUBSTANTIVE NATURE OF PROPOSALS: RBHA may consider proposals that are not substantive as non-responsive. It is not sufficient for the Offeror to address the proposal in general terms or in terms other than those outlined in the proposal. The Offeror will prepare proposals simply and economically, providing a straightforward, concise description of the Offeror's ability to meet the requirements of the RFP. 42. TERMINATION: RBHA may terminate this contract in one of two methods: a. Termination with Cause. i. RBHA may terminate this contract with cause at any time for the Contractor s failure to perform its obligations under this contract or to otherwise adhere to the terms and conditions of this contract by delivery of written notice to the Contractor of RBHA s intent to so terminate. Such notice is delivered at least seven (7) calendar days prior to the date of termination and will otherwise be given in accordance with the requirements of this contract for the delivery of notices. Regulated Medical Waste Disposal Services Page 19

ii. iii. If the Contractor cures the failure to perform or otherwise adhere to the terms and conditions of the contract to RBHA s satisfaction during this seven (7) calendar-day period as indicated in writing to the Contractor, then RBHA s notice of termination with cause is deemed null and void. Upon such termination, RBHA is liable only to the extent of reimbursable costs submitted by the Contractor and approved by RBHA up to the time of termination and upon delivery to RBHA of all completed or partially completed work performed by the Contractor. RBHA will have full right to use such work in any manner when and where it may designate without claim on the part of the Contractor for additional compensation. b. Termination without Cause i. RBHA may terminate this contract without cause by delivery or written notice to the Contractor of RBHA s intent to so terminate. Such notice is delivered at least sixty (60) calendar days prior to the date of termination and will otherwise be given in accordance with the requirements of this contract for the delivery of notices. ii. Upon such termination, RBHA is liable only to the extent of reimbursable costs submitted by the Contractor and approved by RBHA up to the time of termination plus such portion of the fixed fee to which the Contractor may be entitled under this contract as a result and upon delivery to RBHA of completed or partially completed work. RBHA will have full right to use such work in any manner when and where it may designate without claim on the part of the Contractor for additional compensation. Upon such termination, the Contractor will have no further obligation under this contract. IX. SPECIAL TERMS AND CONDITIONS A. ADDITIONAL INFORMATION: RBHA reserves the right to ask any Offeror to submit information missing from its proposal, to clarify its proposal, and to submit additional information that RBHA deems desirable. B. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5) years after final payment. RBHA or State auditors will have full access to and the right to examine any of the Contractor s program or financial material during said period. RBHA further reserves the right to review, on demand and without notice, all files of any subcontractor employed by the Contractor to provide services or commodities under this contract where payments by RBHA are based on records of time, salaries, materials or actual expenses. In cases where the Contractor maintains multiple offices, audit records are maintained locally or be deliverable to a location in the metro-richmond area. In every instance in which a Contractor enters one or more contracts with the RBHA with a combined value of over $200,000, the Contractor will provide a copy of a completed, independent audit no later than October 31st following the completion of each contract year. C. CANCELLATION OF CONTRACT: The purchasing agency reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the contractor. In the event the initial contract period is for more than 12 months, either party may terminate the resulting contract, without penalty, after the initial 12 months of the contract Regulated Medical Waste Disposal Services Page 20

period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation. D. CONTRACT RENEWALS: Automatic contract renewals are prohibited. RBHA must authorize and coordinate all renewals of this contract. RBHA reserves the right to renew the contract for one (1) year at a time, if agreeable to all parties. There are four (4) one-year renewals associated with this contract. The total contract period, including renewal options will not exceed a period of five (5) years. A written contract renewal notice is required prior to the expiration date of each contract period. The contract provides that if funding is not made available in any fiscal year, and RBHA lacks funds from other sources to pay the compensation due under the contract, RBHA is entitled, at the beginning of or during such fiscal year, to terminate the contract. In that event, RBHA is not obligated to make any payments under the contract beyond the amount properly appropriated for contract payments in the immediate prior fiscal year. RBHA will provide the Contractor with written notice of contract termination due to the non-appropriation of funds at least sixty (60) calendar days before the effective date of the termination. However, RBHA s failure to provide such notice will not extend the contract into a fiscal year in which funds for contract payments are not appropriated. E. COOPERATIVE PROCUREMENT: It is the intent of this solicitation and resulting contract(s) to allow for Cooperative Procurement. Accordingly, any public body, public or private health or educational institutions or lead issuing institution s affiliated corporations may access any resulting contract if authorized by RBHA. The Offeror agrees that it will contract with any other public agency or body in the Commonwealth of Virginia who so desires, to permit those public agencies or bodies to purchase such services at contract prices, in accordance with the terms, conditions, and specifications of this procurement. The Contractor will deal directly with each public agency, public school system or body seeking to obtain any goods and/or services pursuant to this Contract or from this procurement and in accordance with Virginia Code 2.2-4304. RBHA is not responsible or liable for any costs, expenses, or any other matters of any type to either the Contractor or the public agency or body seeking to obtain any goods and/or services pursuant to this cooperative procurement provision. F. IDENTIFICATION OF PROPOSAL ENVELOPE: Label all proposals (on the outside of sealed container) to show the following: Proposal for Regulated Medical Waste Disposal Services RFP Number: RFP# 2015-AD-0016 Receipt and Closing Date: April 20, 2015, at 10:00 a.m. Company Name Include the Name of Contract and Purchase Officer: Adrienne D. Childress, Senior Contract Officer. Address the envelope as directed on page two of the solicitation. If a proposal is not contained in a specially marked envelope, the Offeror takes the risk that the envelope, even if marked as described above, may be inadvertently opened and the information compromised which may cause disqualification of the proposal. No other correspondence or other proposals should be placed in the envelope. Regulated Medical Waste Disposal Services Page 21

G. PRICE ESCALATION/DE-ESCALATION: If RBHA grants a price adjustment, the contract price(s) for the additional one year periods will not exceed the contract price(s) of the original contract increased or decreased by the percentage increase/decrease of the Consumer Price Index-U, Other Services category of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available. Negotiation for price escalation is permitted only at the end of this period and each 365 days thereafter and only where verified to the satisfaction of the purchasing office. However, across the board price decreases are subject to implementation at any time and the Contractor will implement decreases immediately as well as convey the information to RBHA. The Contractor will give not less than thirty (30) days advance notice of any price increase to the purchasing office. Any approved price change is effective only at the beginning of the calendar month following the end of the full thirty (30) days notification period. The Contractor will document the amount and proposed effective date of any general change in the price of materials. The Contractor will submit documentation with the request for increase that will: (1) verify that the requested price increase is general in scope and not applicable just to RBHA; and (2) verify the amount or percentage of increase which is being passed on to the Contractor by the Contractor s suppliers. The contracting authority will notify the end users and Contractor in writing of the effective date of any increase which it approves. However, the Contractor will fill all purchase orders received prior to the effective date of the price adjustment at the old contract prices. The Contractor is further advised that decreases that affect the cost of materials require communicating immediately to the contracting authority. END OF SECTION Regulated Medical Waste Disposal Services Page 22

BUSINESS ASSOCIATE AGREEMENT In accordance with the regulations set forth in 45 C.F.R. Parts 160 and 164 issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended, ( HIPAA ) and the Health Information Technology for Economic and Clinical Health ( HITECH ) Act set forth in 42 U.S.C. 17921 et seq., the Richmond Behavioral Health Authority ( Covered Entity ) and ( Business Associate ) hereby enter into this Business Associate Agreement ( Agreement ) as of, 2015, for the purpose of Regulated Medical Waste Removal Services. The Covered Entity and the Business Associate may be hereinafter referred to individually as a Party and collectively as the Parties. WHEREAS, the Covered Entity is a Covered Entity, as defined in HIPAA, and WHEREAS, HIPAA requires covered entities to protect the privacy of PHI (as defined below) by entering into agreements with persons and entities providing services for covered entities that involve the use or disclosure of PHI. WHEREAS, the Business Associate is directly subject to HIPAA provisions, the American Recovery and Reinvestment Act of 2009 (ARRA), Title XIII of ARRA, and amendments thereto, and the Health Information Technology for Economic and Clinical Health Act (HITECH Act), and amendments thereto: WHEREAS, the Business Associate has been engaged by the Covered Entity to provide certain services that involve the use or disclosure of Protected Health Information (PHI), and they wish to comply and satisfy their respective duties to protect the confidentiality of PHI as required by all applicable federal and state laws, professional ethics, regulations and accreditation requirements. WHEREAS, the Parties desire to conduct their business relationship in a manner consistent with HIPAA and HITECH. NOW THEREFORE, the parties, intending to be legally bound, agree as follows: I. Definitions. - The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, PHI, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured PHI, and Use. (a) Business Associate. Business Associate shall generally have the same meaning as the term business associate at 45 CFR 160.103, and in reference to the party to this agreement, shall mean the Business Associate referred to above. (b) Covered Entity. Covered Entity shall generally have the same meaning as the term Covered Entity at 45 CFR 160.103, and in reference to the party to this agreement, shall mean the Covered Entity referred to above. (c) HIPAA Rules. HIPAA Rules shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Regulated Medical Waste Disposal Services Page 23

(d) Individual. Individual shall have the meaning as set forth in 45 CFR 164.501, which includes without limitation, consumers of Covered Entity, and person(s) who qualify as a personal representative in accordance with 45 CFR 164.502(g). (e) Privacy and Security Rules. Privacy and Security Rules shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Parts 160 and 164 and HITECH at 42 U.S.C. 17921 et seq. (f) Protected Health Information. Protected Health Information (PHI) shall have the meaning set forth at 45 CFR 164.501, which includes, without limitation the information that is created or received by Covered Entity that relates to the health of, the provision of health care to, or the payment for health care of, an Individual. (g) Required By Law. Required By Law shall have the meaning set forth in 45 CFR 164.501. (h) Secretary. Secretary shall mean the Secretary of the U.S. Department of Health and Human Services and his/her designee. (i) Security Incident. Security Incident shall mean the attempted or successful unauthorized use, disclosure or destruction of information or interference with system operations in an information system. (j) Unsecured PHI. Unsecured PHI shall have the meaning set forth in 42 U.S.C. 17932(h) (1) and applicable regulations. II. Term. This Agreement shall become effective upon execution by both parties and shall remain in effect for so long as the parties are engaged in services or activities related to this Agreement, including the proper handling, return or destruction of PHI, and shall terminate on the date the activities or services are completed or on the date the Covered Entity terminates for cause as authorized under this Agreement. III. Notices. Written notices to the Covered Entity should be sent first class mail to: Attn: Susan Hoover, LCSW Dept: Quality and Standards Address: 107 South Fifth Street Richmond, Virginia 23219 Written notices to the Business Associate should be sent first class mail to: Attn: Dept. Name Address: IV. Obligations of Business Associate A. The Business Associate is subject to obligations under HIPAA and HITECH Privacy and Security Rules, made applicable under ARRA, and agrees to comply 45 CFR Part 160 and 164 and to provide the following: Regulated Medical Waste Disposal Services Page 24

1. Implement administrative safeguards 2. Implement technical safeguards 3. Implement physical safeguards 4. Implement reasonable and appropriate policies and procedures to comply with the Security Rule 5. Train employees in information security and have a sanctions policy for failure to comply with privacy policies and procedures 6. Designate a security officer 7. Conduct an information security risk analysis 8. Develop a complaint procedure and risk management remediation plan 9. Abide by the prohibitions under ARRA regarding the sale or marketing of PHI. 10. Require members of its workforce who have access to PHI to enter into a confidentiality agreement. 11. The Covered Entity shall have the option to inspect said confidentiality agreements. 12. Comply with all investigations. B. Business Associate agrees to: 1. Use or Disclosure. Not use or disclose PHI other than as permitted or required by the Agreement or as required by law; 2. Safeguards. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic and other PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement. The Business Associate shall employ administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI as required by 45 C.F.R. 164.308, 164.310, 164.312, and 164.316 and other applicable law. 3. Breaches. A. Report to Covered Entity any use or disclosure of PHI not provided for by the Agreement of which it becomes aware, including breaches of unsecured PHI as required by 45 CFR 164.410, and any security incident of which it becomes aware. The Business Associate will comply with breach notification requirements under ARRA (45 CFR Part 164, Subpart D) and will notify the Covered Entity of the inappropriate release or disclosure of PHI. The notification will include the identity of each individual whose unsecured PHI has been or is reasonably believed to have been, accessed, acquired, or disclosed during such breach. B. Following discovery of a breach of unsecured PHI, the Business Associate will: i. Notify in writing, each individual whose unsecured PHI has been or is reasonably believed to have been accessed, acquired, used or disclosed as a result of the breach. Notification is required without delay, but in no case later than required by law after the discovery of the breach; Regulated Medical Waste Disposal Services Page 25

ii. Notify individuals of steps they should take to protect themselves from harm from the breach and provide a brief description of the action being taken by the Business Associate to mitigate the harm and protect against further breaches, and contact information; (See 45 CFR 164.404) iii. Additional elements of notification are: a brief description of what happened, including the date of the breach and date of discovery of the breach, a description of the types of PHI that were involved, i.e. full name, social security number, home address, account number, diagnosis or other information involved; iv. Take reasonable steps to cure a breach of PHI or terminate the Agreement if it knows of a pattern of activity or practice by the Covered Entity that violates the Agreement. A breach shall be treated as discovered as of the first day it is known or would have been known, if reasonable diligence was exercised. v. Comply with 45 CFR 164.406 and 408 if the breach involves more than 500 persons. vi. Notify the Covered Entity upon the Business Associate s discovery of a breach of Unsecured PHI within twenty-four (24) hours of the Business Associate s discovery of such breach. Such notice shall include the identification of each individual whose Unsecured PHI has been, or is reasonably believed by the Business Associate to have been accessed, acquired, or disclosed during such breach; 4. Subcontractors. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information; 5. Access to PHI. Upon written request the Business Associate shall make available PHI in a designated record set to either the Covered Entity or the Individual or the Individual s designee within fifteen (15) days as necessary to satisfy Covered Entity s obligations under 45 CFR 164.524; Within ten (10) business days of receipt of a request from the Covered Entity, the Business Associate shall provide access to PHI and/or information relating to disclosures of PHI to the Covered Entity or, if directed by the Covered Entity, to an Individual in order to comply with the Individual s right to access PHI as provided in 45 CFR 164.524 and/or the Individual s right to an accounting of disclosures of PHI as provided in 45 CFR 164.528. 6. Amendment. Upon written request make any amendment(s) to PHI in a designated record set as directed or agreed to by the Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity s obligations under 45 CFR 164.526; Regulated Medical Waste Disposal Services Page 26

7. Accounting Log. Maintain an ongoing log of the details relating to any disclosures of PHI it makes (including, but not limited to, the date made, the name of the person or organization receiving the PHI, the recipient s address, if known, a description of the PHI disclosed, and the reason for the disclosure). Upon written request make available the information required to provide an accounting of disclosures to either Covered Entity or Individual as necessary to satisfy Covered Entity s obligations under 45 CFR 164.528; If an Individual makes a written request for an accounting of disclosures directly to the Business Associate as provided in 42 U.S.C. 17935(c)(3), the Business Associate shall provide such accounting to the Individual pursuant to 42 U.S.C. 17935(c)(3). The Business Associate shall, within thirty (30) days of the Covered Entity s request, make such log available to the Covered Entity, as needed for the Covered Entity to provide a proper accounting of disclosures to its patients. 8. To the extent the Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s); and 9. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules; 10. Shall immediately mitigate any harmful effect resulting from use or disclosure of PHI by the Business Associate, or its agents or subcontractors, in violation of the requirements of this Agreement. 11. Reporting Noncompliance. The Business Associate shall report to the Covered Entity any Security Incident or other use or disclosure of PHI not expressly provided for by this Agreement within twenty-four (24) hours of the Business Associate s discovery of such use or disclosure. 12. Subpoenas. The Business Associate shall notify the Covered Entity within two (2) business days of the Business Associate s receipt of any written request or subpoena for PHI. To the extent that the Covered Entity decides to assume responsibility for challenging the validity of such request, the Business Associate agrees to cooperate fully with the Covered Entity in such challenge. 13. Indemnification. The Business Associate hereby agrees to indemnify and hold the Covered Entity, and any employees, officers, representatives, or agents of the Covered Entity, harmless from and against any and all liability and costs, including attorneys fees, created by a breach of this Agreement by the Business Associate, its agent or subcontractors. Regulated Medical Waste Disposal Services Page 27

V. Permitted Uses and Disclosures by Business Associate (a) Business Associate may use or disclose PHI as required by law. (b) Business Associate may only use or disclose PHI as necessary to perform the services set forth in Service Agreement. (c) Business Associate agrees to make uses and disclosures and requests for PHI consistent with minimum necessary policies, regulations and procedures. (d) Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by covered entity VI. Termination for Cause The Covered Entity shall terminate this Agreement, if Covered Entity determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the breach or ended the violation within the time specified by Covered Entity. Obligations of Business Associate upon Termination. Upon termination of this Agreement for any reason, business associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall: 1. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; 2. Return to Covered Entity or destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities; 3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI; 4. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out at above under Permitted Uses and Disclosures By Business Associate ; 5. Transmit the PHI to another Business Associate of the covered entity at termination, upon written request of the Covered Entity; and 6. The obligations of Business Associate under this Section shall survive the termination of this Agreement. Regulated Medical Waste Disposal Services Page 28

VII. Miscellaneous Provisions A. Governing Law and Venue: This relationship shall be governed by federal law and the laws of the Commonwealth of Virginia. Exclusive venue for any dispute arising hereunder shall be resolved in the courts serving Richmond, Virginia. B. Regulatory References: A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended, and for which compliance is required. C. Modifications or Waiver: This Agreement may not be modified, nor shall any provision be waived or amended, except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. D. Amendment: The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary or appropriate for the Parties to comply with the requirements of the HIPAA Rules. E. Remedies: The Business Associate hereby agrees that the Covered Entity will suffer irreparable damage upon the Business Associate s breach of this Agreement and that such damages shall be difficult to quantify. The Business Associate hereby agrees that, in addition to all other available remedies at law or in equity, the Covered Entity may file an action for an injunction to enforce the terms of this Agreement against the Business Associate, in addition to any other remedy the Covered Entity may have. F. Interpretation: Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Covered Entity to comply with the HIPAA Rules. G. No Third Party Rights: Nothing in this Agreement is intended or shall be construed to confer any rights or entitlements to remedy on any person or entity other than the Covered Entity and the Business Associate. H. Severability: If any clause or provision herein shall be judged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, the validity of any other clause or provision shall not be affected and the remainder of this document between the parties shall remain in full force and effect. Each of the provisions shall be enforceable independent of any other provision and independent of any other claim or cause of action. EACH PARTY has caused this Agreement to be properly executed on its behalf and it is effective as of the date first above written. Business Associates Name: Richmond Behavioral Health Authority By: By: John P. Lindstrom, Ph.D. Title: Title: Chief Executive Officer Date Telephone No. Date Regulated Medical Waste Disposal Services Page 29

ATTACHMENT A CONFLICT OF INTEREST STATEMENT Note: To ensure that the solicitation is thoroughly read and completed. Complete, sign and return the information requested below with your proposal. Failure to submit this form may result in RBHA requiring prompt submission and/or giving a lowered evaluation of proposal. NAME: ADDRESS: CITY/STATE: TELEPHONE NUMBER: FAX NUMBER: FEDERAL IDENTIFICATION NUMBER (FIN): DUN & BRADSTREET NO.: THE ABOVE FIRM IS A: (CHECK AS APPLICABLE) ( ) SMALL BUSINESS ( ) INDIVIDUAL BUSINESS ( ) WOMAN-OWNED BUSINESS ( ) SOLE PROPRIETORSHIP ( ) MINORITY-OWNED BUSINESS ( ) PARTNERSHIP ( ) SHELTERED WORKSHOP ( ) CORPORATION ( ) FAITH BASED ORGANIZATION RELATIONSHIP WITH THE RICHMOND BEHAVIORAL HEALTH AUTHORITY: IS ANY MEMBER OF THE FIRM AN EMPLOYEE OF THE RICHMOND BEHAVIORAL HEALTH AUTHORITY WHO HAS A PERSONAL INTEREST IN THIS CONTRACT PURSUANT TO THE CODE OF VIRGINIA, SECTION 2.1-639.1-639.24? ( ) YES ( ) NO IF YES, PLEASE EXPLAIN: OFFEROR SIGNATURE DATE Regulated Medical Waste Disposal Services Page 30

ATTACHMENT B OFFEROR DATA SHEET Note: The following information is required as part of your proposal to this solicitation. Failure to submit this form may result in RBHA requiring prompt submission and/or giving a lowered evaluation of proposal. 1. Qualification: The Contractor must have the capability and capacity in all respects to satisfy fully all of the contractual requirements. 2. Contractor s Primary Contact: Name: Phone: 3. Years in Business: Indicate the length of time you have been in business providing this type of good or service: Years Months 4. Contractor Information: eva Contractor ID or DUNS Number: 5. Indicate below a listing of at least four (4) current or recent accounts, either commercial or governmental, that your company is servicing, has serviced, or has provided similar goods. Include the length of service and the name, address, and telephone number of the point of contact. A. Company: Contact: Phone: ( ) Fax: ( ) Project: Dates of Service: $ Value: B. Company: Contact: Phone: ( ) Fax: ( ) Project: Dates of Service: $ Value: C. Company: Contact: Phone: ( ) Fax: ( ) Project: Dates of Service: $ Value: D. Company: Contact: Phone: ( ) Fax: ( ) Project: Dates of Service: $ Value: I certify the accuracy of this information. Signed: Title: Date: Regulated Medical Waste Disposal Services Page 31

ATTACHMENT C STATE CORPORATION COMMISSION FORM Note: The following information is required as part of your proposal to this solicitation. Failure to submit this form may result in RBHA requiring prompt submission and/or giving a lowered evaluation of proposal. Virginia State Corporation Commission (SCC) registration information. The Offeror: is a corporation or other business entity with the following SCC identification number: -OR- is not a corporation, limited liability company, limited partnership, registered limited liability partnership, or business trust -OR- is an out-of-state business entity that does not regularly and continuously maintain as part of its ordinary and customary business any employees, agents, offices, facilities, or inventories in Virginia (not counting any employees or agents in Virginia who merely solicit orders that require acceptance outside Virginia before they become contracts, and not counting any incidental presence of the Offeror in Virginia that is needed in order to assemble, maintain, and repair goods in accordance with the contracts by which such goods were sold and shipped into Virginia from Offeror s out-of-state location) -OR- is an out-of-state business entity that is including with this proposal an opinion of legal counsel which accurately and completely discloses the undersigned Offeror s current contacts with Virginia and describes why those contacts do not constitute the transaction of business in Virginia within the meaning of 13.1-757 or other similar provisions in Titles 13.1 or 50 of the Code of Virginia. **NOTE** >> Check the following box if you have not completed any of the foregoing options but currently have pending before the SCC an application for authority to transact business in the Commonwealth of Virginia and wish to be considered for a waiver to allow you to submit the SCC identification number after the due date for proposals (the RBHA reserves the right to determine in its sole discretion whether to allow such waiver): Regulated Medical Waste Disposal Services Page 32

ATTACHMENT D PROPOSAL QUESTIONS/INQUIRIES Note: The following information is required as part of your proposal to this solicitation. Failure to submit this form may result in RBHA requiring prompt submission and/or giving a lowered evaluation of proposal. TO: Adrienne D. Childress, Senior Contract Officer Richmond Behavioral Health Authority 107 South Fifth Street Richmond, Virginia 23219 FAX TO: (804) 819-8787 Please print your question(s) regarding the above referenced solicitation: Company Name: Company Address (line 1) Company Address (line 2) Requestor Name: Telephone Number: Fax Number: Email Address IN ORDER TO ENSURE THAT ALL QUESTIONS RECEIVE RESPONSES, INTERESTED CONTRACTORS ARE REQUESTED TO SUBMIT QUESTIONS VIA FAX TO (804) 819-8787. Regulated Medical Waste Disposal Services Page 33

ATTACHMENT E PRICE PROPOSAL SHEET The Offeror proposes the firm fixed non-binding fee arrangement described below for the services listed in this RFP. RBHA may require the Offeror to provide a support schedule for price proposed: LOCATION DESCRIPTION OF SERVICE MONTHLY FEE Med Unit First Floor, Room 177 Crisis Stabilization Unit (CSU) Basement Level, Room 104 PACT Third Floor, Room 347 Marshall Center Nurses Lab REACH Nurses Office MONTHLY MONTHLY BI-WEEKLY MONTHLY MONTHLY $ $ $ $ $ ADDITIONAL PICK UP AS NEEDED $ TOTAL MONTHLY COSTS for ALL FACILTIES Regulated Medical Waste Disposal Services Page 34