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HomeMy WebLinkAboutBiomedical Waste Disposal - FD Waste Disposal (2018)AGREEMENT FOR SERVICES (For contracts of $5,000 or less — NON - DESIGN OR NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 19th day of June, 2018, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Biomedical Waste Disposal, Inc., having a principal place of business at 11152 Fleetwood Street, Unit 9, Sun Valley, CA 91352. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on June 1, 2018 and will continue in effect through May 31, 2020 unless terminated in accordance with the provisions of Article 7 of this Agreement. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of.employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" within the time periods described therein. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. -1- 4851- 9718- 0697v1 LAC104706083 Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR Weems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the perform mce of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tai:, unemployment insurance, Social Security, disability insurance and other applicable withholding. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. ARTICLE 4. COMPENSATION In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR as provided for in Exhibit "B ", "Payment Schedule ". Invoices CONTRACTOR shall submit invoices for all services rendered. Payment Payment shall be due within thirty (30) days after receipt of invoice describing the work performed during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY. -2- 4851- 9718 -06970 LAC104706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Licenses CONTRACTOR shall possess a State of California Contractor's license in the appropriate category for performing services under this Agreement. CONTRACTOR shall obtain a City of Gilroy Business License. Workers' Compensation CONTRACTOR agrees to provides workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. Indemnification of Liability, Duty to Defend A. As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring -3- 4851- 9718 -0697v1 IAC104706083 thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: *CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; *CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf, *CITY will not withhold state or federal income tax from payment to CONTRACTOR; *CITY will not make disability insurance contributions on behalf of CONTRACTOR; *CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. events: ARTICLE 7. TERMINATION OF AGREEMENT Termination on Occurrence of Stated Events This Agreement shall terminate automatically on the occurrence of any of the following Bankruptcy or insolvency of either party; -4- 4851- 9718-0697x1 LAC104706083 2. Sale of the business of either party; 3. Death of either party. Termination by City for Default of CONTRACTOR Should CONTRACTOR_ default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. Not performing any of its services professionally and /or timely_ 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably detennined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit `B" which have been fully, competently and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of that task pursuant to this Agreement. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. Transition After Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of its services, and shall act in such a manner as to facilitate any new CONTRACTOR'S assumption of duties. -5- 4851- 9718- 0697v1 LAM04706083 ARTICLE 8. GENERAL PROVISIONS Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to a party at the address appearing below such party's signature below, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. Entire Agreement of the Parties This Agreement supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by both parties. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Americans With Disabilities Act of 1990 Throughout the terin of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans With Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. The Contractor shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. -6- 4851- 9718- 0697v1 LAC104706083 Compliance With Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin or ancestry of any employee, applicant for employment, or any potential subcontractor. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws or provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. -7- 4851- 9718 -06970 LAM04706083 Executed at Gilroy, California, on the date and year first above written. CONTRACTOR.: CITY: Biomedical Waste Disposal, Inc. CITY OF GILROY By: By: (Print Name) (Print Name) Address for Notices: 11152 Fleetwood St., Unit 9 Sun Valley, A 91352 Attn: Alik Ghazman Social Security or Taxpayer Identification Number: 2- - 3 -7S /7 8 91/ By: Title: Address for Notices: 7351 Rosanna Street Gilroy, CA 95020 Attn: City Administrator -8- 4851- 9718- 0697v1 LAQ04706083 Approved as to Form: City Attorney EXHIBIT "A" I. SCOPE OF SERVICES See attached Biomedical Waste Disposal Agreement II. NOTICE TO PROCEED /COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence services upon delivery to CONTRACTOR of written Notice to Proceed. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has satisfactorily completed all of the services defined under this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has satisfactorily completed all of the services under this Agreement, and if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not satisfactorily completed all of such services, CITY shall so inform CONTRACTOR within this two (2) week period. III. SCHEDULE Pick up is once a month from each station. IV. DIRECT EXPENSES Direct expenses are charges and fees not included in the Scope of Services described above. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. III. GENERAL PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and -9- 4851- 9718 -06970 LAC104706083 warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the services furnished by it under this Agreement. The CITY'S review, acceptance or payment for any of the services required under this Agreement shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at the CITY's offices within five (5) business days after CITY'S request. D. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. OWNERSHIP OF MATERIAL. All material (including information developed on computer(s)) prepared (or caused to be prepared) under this Agreement shall be the property of CITY. F. NO THIRD PARTY BENEFICIARY This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. G. WAIVER. CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. -10- 4851- 9718 -06970 LAC104706083 H. AMENDMENTS. No alterations or changes to the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. I. CONFLICT OF INTEREST. CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered nor referred to for resolving questions or interpretation. -11- 4851- 9718 -06970 LAM04706083 BiomedlcM Waste Disposal Medical Waste Service Agreement On this 19 Day of June 2018 Biomedical Waste Disposal, Inc. with its principal office located at 11152 Fleetwood St Unit 9 Sun Valley, CA 91352 and Gilrov Fire Department, with its principal office located at 7070 Chestnut Street, Gilroy, CA 95020 (Customer), agree to the following conditions: 1. Biomedical Waste Disposal hereby agrees to carry General Liability, Automobile Liability, and Workmen's Compensation Insurance as required by applicable state law, and to otherwise comply with all federal and state laws, rules, and regulations applicable thereto and relating to its performance hereunder. As of the date of this agreement, Biomedical Waste Disposal has obtained all necessary permits, license, zoning and other federal, state or local authorizations required to perform the services under this agreement. Customer hereby agrees to comply with all federal and state laws, rules and regulations applicable to its handling of Biomedical Waste and its performance under this Agreement. 2. Biomedical Waste Disposal will handle Customer's waste in accordance with all federal, state, and local regulations. 3. Biomedical Waste Disposal will track Customer's waste from the point of collection to the point of destruction, provide certificates of destruction for each shipment of waste and maintain associated records for three years. 4. Biomedical Waste Disposal will provide Customer with plastic containers at no additional cost. Customer may purchase additional supplies through a sales representative. 5. Biomedical Waste Disposal shall collect, transport, treat and dispose of all Biomedical Waste generated by customer during the term of this Agreement. "Biomedical Waste" means sharps, hypodermic needles, syringes, microbial cultures, tissue cultures, human and animal tissues or organs, animal carcasses, animal bedding, and items contaminated with blood, laboratory containers and slides that meet the definition of regulated medical waste under 29 CFR 1910. 1030 or 49 CFR 173.134 and infectious substances arising from those agents listed under 42 CFR 72.3 as well as Non- Hazardous Pharmaceutical Waste. Non- hazardous Pharmaceutical Waste includes vials and syringes, and shall be "empty" as defined in applicable federal, state, county or municipal laws, regulations and guidelines. Biomedical Waste does not include, and Biomedical Waste Disposal may decline to handle, collect, treat or dispose of any other waste or other material not falling within the definition of Biomedical Waste, including but not limited to radioactive, reactive, corrosive, ignitable or toxic wastes and any and all other hazardous wastes and Initial substances as defined in any applicable federal, state, county or municipal laws, regulations and guidelines, and improperly classified and /or packaged Biomedical Waste. 6. Customer is solely responsible for properly segregating, packaging and labeling Biomedical Waste. Customer agrees that all containers Biomedical Waste Disposal supplies to Customer shall be collected and disposed of only by Biomedical Waste Disposal or its designated representatives. The storage of Biomedical Waste shall be confined to an area on Customer's premises to which only personnel authorized by customer or Biomedical Waste Disposal shall have access. Sharps may only be placed in designated sharp containers. Periodically the fee may be adjusted at a maximum of 1% per year to compensate for the inflation and /or increased operating costs with thirty day prior notification. Customer agrees to pay Biomedical Waste Disposal a reasonable service charge (not to exceed 1 %) on any balance not paid when due.. 8. Customer grants Biomedical Waste Disposal the exclusive right to collect transport and treat all "Biomedical Waste" that it designates for off -site disposal for the duration of this agreement. 9. The term of this agreement shall be 24 months from the date of execution of this Agreement. All extensions shall be subject to the same terms and conditions as this original Agreement. Biomedical Waste Disposal shall provide Customer with monthly, quarterly, or annual invoices that are due upon receipt and payable within thirty (30) days. 10. If Customer is dissatisfied with the services of Biomedical Waste Disposal, Customer will inform Biomedical Waste Disposal of its service issues and Biomedical Waste Disposal will take corrective actions to remedy the service issue. If customer continues to have service issues, customer shall provide written notice to Biomedical Waste Disposal describing its service issues. Upon such written notice, Biomedical Waste Disposal shall have ten days to take corrective action. If the condition continues beyond the ten days, Customer shall have the right to terminate the contract with 30 days written notice, for cause. Upon termination for cause, Customer will have no financial obligation to Biomedical Waste Disposal beyond payment for services already rendered. 11. Biomedical Waste Disposal shall indemnify and hold Customer harmless from any liabilities arising from the negligence or willful misconduct of Biomedical Waste Disposal in the performance of its obligations under this Agreement. Customer shall indemnify and hold harmless Biomedical Waste Disposal from any liabilities arising from the negligence or willful misconduct of Customer, which shall include, but not limited to, failure to properly store, package, label or segregate Biomedical Waste and any liabilities relating to Non- Confirming Waste, whether or not collected, transported or treated by Biomedical Waste Disposal. Each Party agrees to pay reasonable attorney's fees and costs incurred by the other in bringing a Initial successful indemnification claim under this Paragraph. Each party agrees to pay reasonable attorney's fees incurred by the other for any successful defense of a suit for indemnification brought against the other. 12. Biomedical Waste Disposal shall have the right to terminate this Agreement at any time by giving Customer at least ninety (90) days notice in the event that it is unable to continue performing its obligations under this Agreement due to the suspension, revocation, cancelation or termination of any permit required to perform this Agreement or in the change of any law, regulation impractical or uneconomical to continue performing this Agreement. Biomedical Waste Disposal shall not be responsible if its performance of this Agreement is interrupted or delayed by contingencies beyond its control, including, without limitation, acts of God, war, blockades, riots, explosion, strikes, lockouts or other labor or industrial disturbances, fires, accidents to equipment, injunctions or compliance with laws, regulations, guidelines or orders of any governmental body or instrumentality thereof (whether now existing or hereafter created). 13. In the performance of all services to be provided hereunder, Biomedical Waste Disposal and Customer agree to comply with all applicable laws, ordinances, orders, rules, regulations, and guidelines of any duly constituted authority. 14. Changes in the types, size and amount of equipment and the frequency of services may be mutually agreed on orally or in writing by the parties, without affecting the validity of this Agreement. Consent to oral changes shall be evidence by the practice and actions of the parties. Customer may add or delete locations for service when new fire stations are opened or existing fire stations are closed. Rate for new locations will be at mutually agreed upon levels. The elimination of fire stations due to closure will not impact the rates of the remaining fire stations. 15. Arbitration Clause- All claims, disputes, and other matters in question arising out of or relating to, this Service Agreement or the breach thereof, shall be decided by arbitration in accordance with the Arbitration Rules of the American Arbitration Association then in effect unless the parties mutually agree otherwise in writing. This Service Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Notice of demand for arbitration shall be filed in writing with other party to this Agreement and with the American Arbitration Association. The demand for arbitration shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. In the event that customer is currently serviced by another vendor, Biomedical Waste Disposal hereby agrees to automatically suspend the effective date of this agreement until expiration date of customer's current service agreement or such earlier date as Customer requests Read and Initial Initial 4 Biomedical Waste Disposal shall remove and dispose of Customer's Biomedical Waste subject to the terms of agreement set forth above. Cost Sheet 1. Price Per 4 Week Per Location = $69.00 2. Number of Containers Per Location =1 3. Type of Containers Per Location = 1x28 Gallon Biohazard 4. Additional Container Fee = $15.00 5. Number of Attempts To Pickup The Waste Per Location if closed= 5 Per 4 Week Time Period 6. Service Frequency = Every 4 Week 7. Service Locations: See attached Addendum "A" IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered by the duly authorized officers of each such party as of the date first above written. Biomedical Waste Disposal (Service Provider) Gilroy Fire Department (Customer) By: By: Name & Title Date 'f 0 Initial Name & Title Date ADDENDUM "A" GILROY FIRE DEPARTMENT SERVICE LOCATIONS Primary Contact for all Sites: (408) 846 -0371 Chestnut Fire Station 7070 Chestnut Street _Gilroy, CA 95020 (408) 846 -0390 Las Animas Fire Station 8383 Wren Avenue Gilroy, CA 95020 (408) 846 -0391 Sunrise Fire Station 880 Sunrise Drive Gilroy CA 95020 (408) 846 -0378 or (408) 846 -0379 Initial EXHIBIT "B" PAYMENT SCHEDULE The cost is $69 per month per station. Pick up is once a month. -12- 4851- 9718- 0697v1 LAC104706083