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TERMS AND CONDITIONS Account/Site # -
<br />Stericycle, Inc., a Delaware corporation, with offices at 2355 Waukegan Rd, Bannockburn, IL 60015
<br />(collectively, "Stericycle"), and Kittitas County - Jail with offices at 205 W 5th Ave,
<br />Ellensburg, WA98926Suite 1("Customer"), hereby enter into and agree asprovided in
<br />this Services Agreement (the "Agreement") dated as of the 1 st day of December, 20 24 (the
<br />"Effective Date).
<br />I. Services (a) Stericycle will provide Customer the services set forth on page I of
<br />this Agreement (the "Services") which are incorporated herein and made a part of this
<br />Agreement. (b) The current versions of the applicable Stericycle Waste Acceptance
<br />Policies ("WAPs") are attached and made a part of this Agreement. Stericycle may
<br />periodically update the WAPs and the current versions are posted at
<br />has://www.stericycle.com/en-us/about-us/policies-positions. Customer shall comply
<br />with the WAP applicable to the Services. (c) Customer shall be liable for and shall
<br />indemnify, defend and hold harmless Stericycle from and against all demands, claims,
<br />actions, losses, damages, and expenses, including reasonable attorney fees, resulting
<br />from any Non -Conforming Waste (as defined in the WAP) or Customer's failure to
<br />properly store, package, label, or segregate waste in connection with the Services. (d)
<br />During the Tenn, Stericycle shall be the exclusive provider ofthe Services to Customer
<br />at all of its locations, and Customer shall use no other provider for the Services, whether
<br />at the service location(s) set forth herein or at any other current or future location(s) of
<br />Customer. (e) Stericycle may bill additional charges for each non -compliant container
<br />(including overweight containers (50lbs per standard container); containers holding
<br />Non -Conforming Waste; and containers where the waste is improperly segregated or
<br />packaged) provided by Customer.
<br />2. Term of this Agreement. (a) The initial term of this Agreement (the "Initial
<br />Term") will begin on the Effective Date set forth above and continue for 60 months.
<br />This Agreement will automatically renew for successive terms of the same duration
<br />(each, an "Extension Term"), unless either party gives the other party at least 60 days'
<br />written notice, prior to the renewal date, of its request to terminate this Agreement. The
<br />Initial Term and each Extension Term, if any, are collectively referred to as the "Term
<br />".(b) Upon the expiration or termination of this Agreement, Customer shall pay
<br />Stericycle all amounts due for services and products provided prior to the expiration or
<br />termination (and any other amounts due to Stericycle, which may include a final pickup
<br />fee). (c) Stericycle shall have the right to retrieve its Equipment (defined below) from
<br />Customer wherever located.
<br />3. Pricing. Customer shall pay to Stericycle the service fees and surcharges as set
<br />forth on page 1 (collectively "Service Fees"). (a) Stericycle reserves the right, in its sole
<br />discretion, to increase the amount of each Service Fee by 0% annually on the anniversary
<br />of the Effective Date. (b) Additionally, Stericycle reserves the right to adjust or add a
<br />surcharge from time to time. Stericycle will provide notice of any new surcharges to
<br />Customer, which notice may be included on an invoice. (c) Notwithstanding any
<br />provision to the contrary, for Customers with transactional pricing models, Customer
<br />shall pay the No Waste Charge if Customer declines or cancels a scheduled service or if
<br />Customer's location is closed during a scheduled service. Customer shall pay the
<br />Minimum Pickup Charge for service where the total container and stop fees are less than
<br />the Minimum Pickup Charge. (d) For Customers with subscription -based pricing
<br />models, for services rendered beyond the stated quantities, the total charge will increase
<br />based on the amount of units serviced at the applicable additional container rate, extra
<br />material unit rate or the current Stericycle standard list price. (e) Customer agrees to pay
<br />ancillary charges according to the then -current Schedule of Ancillary Charges at
<br />www.stedcycle.com ("Schedule"), wlch is incorporated by reference as if fully set forth
<br />herein and is subject to change from time to time in Stericycle's discretion. Stericycle has
<br />instituted a per invoice fuel surcharge to manage the impact of diesel fuel price
<br />fluctuations. The fuel surcharge is based on the U.S. `On Highway' Diesel Price Index,
<br />a table outlining the Fuel Surcharge can be found at www.stericycle.com
<br />4. PaymeutTerms. (a)Customer shall pay in full each Stericycle invoice within 30
<br />days of the date of such invoice by ACH or other agreed upon means. Any invoiced
<br />amounts not received by Stericycle within that timeframe will be subject to a late fee
<br />of 1.5% per month (or the maximum amount allowed by law). Customer shall reimburse
<br />Stericycle for all costs that it incurs in collecting overdue amounts from Customer.
<br />Stericycle may, with notice, suspend services until any overdue amounts (plus interest
<br />charges and collection fees, if any) are paid. Customer shall also pay all taxes imposed
<br />by any governmental authority with respect to the purchase of any services and
<br />products hereunder, including all sales, use, excise, occupation, franchise and similar
<br />taxes and tax -like fees and charges (but excluding all taxes on Stericycle's net income).
<br />Stericycle will cooperate with Customer to determine the applicability of exemption
<br />certificates, if any, that Customer provides in a timely manner to Stericycle. (b)
<br />Stericycle shall submit invoices to Customer in accordance with Stericycle's standard
<br />billing process. Stericycle shall not be required to adopt Customer's billing process or
<br />to use Customer's preferred billing portal. If Stericycle agrees to depart from its
<br />standard billing process (which is entirely within Stericycle's discretion), such
<br />agreement may be made provided that: (i) Customer agrees to pay a billing surcharge;
<br />(ii) Customer reimburses Stericycle for all fees or other costs payable for the use of
<br />Customer's portal; and/or (iii) Customer agrees to any other reasonable requirements
<br />of Stericycle related to the use of non-standard billing processes.
<br />5. Equipment Customer shall have the care, custody and control of any containers and other
<br />equipment owned by Stericycle and placed at Customer's premises ("Equipment") and
<br />accepts responsibility and liability for the Equipment and its contents. Any damage or
<br />loss to such Equipment, other than normal wear and tear, will be charged to Customer
<br />at full replacement value.
<br />6. Termination. Either party may terminate this Agreement, in whole or in part,
<br />upon written notice to the other party if the other party breaches any material
<br />provision of this Agreement and fails to cure such breach within thirty (30) days
<br />following receipt of written notice of such breach. Documented service or
<br />performance deficiencies by Stericycle or nonpayment by Customer of amounts
<br />rightfully owed to Stericycle or Customer's failure to comply with Stericycle polices
<br />related to the Services shall constitute a material breach. Either party may terminate
<br />this Agreement for convenience by giving the other party at least sixty (60) days'
<br />notice, however, if Customer terminates this Agreement for convenience, Customer
<br />shall be required to promptly pay Stericycle (a) all unpaid invoices and any late
<br />charges thereon; and (b) as liquidated damages and not as a penalty, an amount equal
<br />to 50% of Customer's average monthly charge multiplied by the number of months
<br />(including any partial months) remaining until the expiration date of the Term.
<br />7. Limitation of Liabfflty. NOTWITHSTANDING ANYTHING TO THE
<br />CONTRARY CONTAINED IN THIS AGREEMENT, STERICYCLE WILL NOT BE
<br />LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
<br />PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
<br />(INCLUDING LOST PROFITS, FINES, CIVIL PENALTIES, GOODWILL, DATA,
<br />THE COST OF REPLACEMENT GOODS OR SERVICES, OR OTHER
<br />INTANGIBLE LOSSES) ARISING FROM OR RELATED TO THIS AGREEMENT,
<br />INCLUDING BUT NOT LIMITED TO STERICYCLE'S BREACH OR ALLEGED
<br />BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION,
<br />WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
<br />OTHERWISE, EVEN IF STERICYCLE HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES. STERICYCLE'S AGGREGATE
<br />LIABILITY, IF ANY, IS LIMITED TO THE AMOUNT OF SERVICE FEES
<br />RECEIVED BY STERICYCLE FROM CUSTOMER UNDER THE AGREEMENT
<br />DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE
<br />ALLEGED LIABILITY.
<br />8. Compliance Materials; Confidentiality. To the extent that Stericycle provides
<br />Customer with electronic or printed materials ("Compliance Materials"), it provides
<br />these subject to a limited license to Customer to use Compliance Materials for its own,
<br />non-commercial use. Stericycle may revoke this license at any time. Customer may not
<br />copy or distribute Compliance Materials or use or republish Compliance Materials for
<br />or to any third party or audience. Customer agrees to return all Compliance Materials
<br />to Stericycle at Customer's expense at the expiration or termination of this Agreement.
<br />Stericycle may charge Customer a fee for failure to return Compliance Materials.
<br />Customer agrees to not disclose to any third parties Stericycle pricing, policies and
<br />procedures. Stericycle will keep confidential all Customer confidential information
<br />provided to Stericycle in connection with this Agreement and will use the same solely
<br />for the purposes provided in this Agreement. As used herein, "confidential
<br />information" means any information provided to Stericycle in confidence that relates
<br />to Customer's property, business and/or affairs, other than (i) information that is or has
<br />become publicly available due to disclosure by Customer or by a third party having a
<br />legal right to make such disclosure and (ii) information previously known to Stericycle
<br />free of any obligation to keep it confidential prior to receipt of the same from Customer.
<br />9. Compliance with Laws. Each party shall comply with all laws, rules and
<br />regulations applicable to its performance hereunder, including anti -corruption and
<br />economic and trade sanctions laws. Stericycle and Customer shall keep adequate
<br />books, records and documentation as required by applicable laws, rules, and
<br />regulations pertaining to the storage or handling of wastes and the Services hereunder.
<br />10. Excuse ofPerformance. Neither party will be responsible if its performance of any
<br />act(s) required hereunder (other than the payment of any amounts due) is interrupted
<br />or delayed due to any reason beyond its reasonable control.
<br />2024_Sing1eSite SQ_V.13_6.1414_Sa1es
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