2.0 Disposal Services: The Generator will conform to all requirements associated with the storage and removal of Regulated Medical Waste (RMW). This includes, but is not limited to, providing easy access for waste removal and compliant storage area. Generators will be responsible for employees or any persons connected with this waste  to  be  advised  of  the  proper  container  use,  packaging,  storage,  and  record  keeping  of  such material. No sharps of any kind are to be placed in red bags or corrugated cardboard boxes. All sharps MUST be placed in compliant sharps containers. SDMEDWASTE is not permitted to transport improperly packaged waste, in accordance with state regulations. SDMEDWASTE reserves the right to refuse acceptance of any RMW that in SDMEDWASTE’s judgment cannot be treated and/or disposed of in a lawful manner; or, without a risk to harm of public health or to the environment. Improperly packaged, leaking, overweight, or damaged containers are subject  to  rejection,  or  to  off-specification  charges,  for  repackaging  and/or  special  handling.  No  container  will be processed that is wet or leaking. All expenses for improper packaging of RMW will be the sole responsibility of the Generator. These fees may include, but are not limited to, packaging material, additional service fee if a rescheduled pick-up is required, or per hour wait time for SDMEDWASTE personnel.

 

3.0  Term  and  Termination:  This MSA is a legal and binding contract for 60 months beginning on the effective starting date, as noted on page 1 of this agreement.

 

3.1 This agreement shall automatically renew for successive terms, equal to the original term, thereafter unless the Generator provides certified written notification not more than 180 days and not less than 60 days prior to the expiration of this agreement.

 

3.2  SDMEDWASTE may suspend this agreement, and any services there under, if Generator repeatedly  fails to perform in accordance with any provisions of this agreement.  Upon  the  curing  of  all  defaults  by Generator and recovery of any damages sustained  thereby, SDMEDWASTE may  reinstate service pursuant to the agreement for the remainder of its term. In Addition, SDMEDWASTE may cancel this contract for cause or convenience.

 

3.3 SDMEDWASTE reserves the right to adjust the contract price to account for operational changes it implements to comply with documented changes in law, to cover increases in the cost of insurance, disposal, fuel, or to otherwise address cost escalation unless otherwise stated in writing by SDMEDWASTE specific to this MSA..

 

3.4 In the event the Generator terminates services under this agreement prior to the expiration of the term hereof, or fails to perform in accordance with this agreement, SDMEDWASTE shall have, without limitation, all rights and remedies provided by law or in equity, as well as the right to recover the following amounts which the parties acknowledge  constitutes  SDMEDWASTE’s  liquidated  damages  and  not  a  penalty:  If  the  remaining  term  under  this  agreement  is  twelve  (12)  or  more months, the Generator shall pay 50% of the remaining monthly charges; or, if the remaining term under this agreement is less than twelve (12) months the Generator shall pay its monthly charges multiplied by the number of months remaining in the term. Any obligation to pay for services rendered shall survive termination of this agreement.

 

4.0 Billing: SDMEDWASTE shall provide the Generator with custom or monthly invoices that are due upon receipt. The Generator/Generator agrees to pay an interest rate  of  1.5%  on  any  amounts owed SDMEDWASTE that are not received within 20 days from the invoice date. Any billing disputes must be raised in writing by the Generator within 30 days of billing, or dispute shall be waived by the Generator. Accounts that are over 45 days past due will be considered delinquent and appropriate action will be taken to recover payments. The Generator will pay all costs incurred by SDMEDWASTE in the collection of a delinquent account, to include court costs, attorney fees, collection fees, etc. All action for collection will be filed in San Diego County, California. Accounts not kept current may be placed on pay in advance of pick-up status and or SDMEDWASTE reserves to suspend service for non-payment until account is paid in full to resume service.

 

5.0 Surcharges: SDMEDWASTE may also impose a surcharge equal to the scheduled service rate, in the event that SDMEDWASTE attempts to pick up waste at the Generator’s location (for a scheduled collection or at the Generator request), and, through no fault of SDMEDWASTE, there is no waste to be picked up, the waste is not ready for pick up, or the Generator’s location is closed.

 

6.0  Excuse  of  Performance:  SDMEDWASTE  shall  not  be  responsible if its performance of this MSA is interrupted or delayed by contingencies beyond its control, including, without limitation, acts of God, war, blockades, riots, zombie apocalypse, explosions, strikes, lockouts or other labor or industrial disturbances, fires, accidents to  equipment,  injunctions  or  compliance  with  laws,  regulations,  guidelines  or  orders  of  any  governmental  body  or  instrumentality  thereof  (whether  now  existing or hereafter created)."

 

7.0 Liability Insurance: SDMEDWASTE has in place and agrees to maintain professional liability and pollution insurance covering SDMEDWASTE and all of the SDMEDWASTE’s employees, agents, and offices. A copy of the liability and pollution insurance policy is available upon request.

 

7.1 Liability for Equipment: Generator acknowledges that it has the care, custody and control of containers and other equipment owned by SDMEDWASTE and accepts responsibility and liability for the equipment and its contents except when it is being physically handled by employees of SDMEDWASTE. Therefore, Generator expressly agrees to defend, indemnify and hold SDMEDWASTE harmless from and against any and all claims for loss or damage to property, injury to or death of person or persons resulting from or arising in any manner out of Generator’s use, operation, or possession of any containers and/or other equipment furnished under this agreement.

 

8.0 Indemnification: the Generator (listed above), its successors and assignors, hereby agrees to save and hold harmless SDMEDWASTE, its officers or employees, and all of whom while working within their respective authority, from all cost, injury and damage incurred by any of the above, and from any other injury or damage to any person or property whatsoever, and of which is caused by an activity, condition or event arising out of the performance, preparation for performance or nonperformance of any provision of this agreement by SDMEDWASTE, its agents, or any of its independent contractors. The above cost, injury, damage or other injury or damage incurred by or to any of the above shall include, in the event of an action, court cost, expenses of litigation and reasonable attorney’s fees. This save harmless clause is not intended to indemnify against any cost or damage, or portion thereof, caused by SDMEDWASTE, its officers or employees.

 

9.0 Title: Title to RMW collected from the Generator shall be transferred to and vested in SDMEDWASTE at the time that the RMW is fully loaded into the SDMEDWASTE vehicle, and SDMEDWASTE has departed from the Generator’s premises. Prior thereto, all title to the RMW shall be with the Generator. Title to any waste other than that RMW shall remain with the Generator.

 

9.1 HIPAA Statement: SDMEDWASTE is committed to complying with the Standards for Privacy of Individually Identifiable Health Information as set forth under the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

 

10.0 Notices: Any notices required pursuant to this Agreement shall be in writing and shall be deemed to have been given when delivered in person; or, if delivered by first-class U.S. Mail, the third day after the date mailed, postage prepaid and properly addressed to the appropriate party; or, if sent by facsimile transmission, on the date sent, properly designated to the appropriate party at the correct facsimile number, but such notice is only effective if a confirmation of receipt is retained by the sender. For purposes of mailing, the address for SDMEDWASTE is set forth in the first paragraph of this agreement and the Generator’s address shall be the same as the billing address. If the address for the Generator is different from the billing address set forth at the beginning of this Agreement, Generator shall provide the address in writing to SDMEDWASTE. Any change of address for either party shall be effective upon receipt of a written notice to the other party specifically designating that the change of address is applicable to the notice provisions in this Agreement. The parties shall provide each other with the names of all designees that should receive notices pursuant to this Agreement.

 

10.1 Assignments and Successors: This Agreement is assignable by either party. In the event that this Agreement is assigned, the assigning party agrees to notify the other party in writing as outlined in “Notices” above.

 

11.0 Originals: A copy, e-signature, facsimile, or scan transmitted via email of this agreement shall be as effective as an original. ____________________________

 

12.0 Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of California and effect of this agreement; any disputes pertaining to it shall be adjudicated in the state courts of California.