SHJ25-001 Kittitas County - Jail - Medical Waste PSA

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11. Governing Law & Dispute ResolutloidAgreenrenttoArbitrate/Class Waiver. Except as otherwise set forth herein, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflict of law provisions. Any dispute or issue or controversy arising in connection with or relating to this Agreement in any way whatsoever or between the parties ("Disputes") that the parties are unable to resolve informally or through mediation or other means shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association ("AAA") in arbitration governed by the Federal Arbitration Act (as the parties acknowledge that the services provided involve interstate commerce) and by means of AAA's Commercial Arbitration Rules and Mediation Procedures (as amended and effective September 1, 2022) ("AAA's Rules"). To the extent that AAA's Rules are subsequently amended, the parties agree that AAA's Rules will be utilized as they existed on September 1, 2022, unless the parties agree otherwise. Expenses of the arbitration (including compensation of the arbitrator) shall at all times be borne equally by the parties, and administrative expenses shall be borne in the manner specified in Rule R-55 of AAA's Rules. The parties will, however, bear their own legal fees. All issues of arbitrability will be decided exclusively by the arbitrator. All Disputes will be determined on an individual, non -class basis, and in no event shall class arbitration be allowed or utilized nor shall the claims of any other party be consolidated with the claims of any Customer in any arbitration conducted under this provision. To the extent permissible under governing law, Customer further agrees to not participate as a party or absent class member in any class action or other representative proceeding. The exclusive jurisdiction and forum for resolution of any Dispute shall be by arbitration, which shall take place in the state where Customer is located at the closest AAA office. 12. Waste Brokem Stericycle reserves the right to deal solely with the Customer and not with any third party agents of the Customer for all purposes relating to this Agreement. Customer represents and warrants to Stericycle that itis the waste generator and is acting for its own account and not through a broker or agent. Stericycle shall be entitled to terminate this agreement and seek all available legal remedies, including but not limited to liquidated damages, in the amount set forth herein for Customer's breach of this representation and warranty. 13. No Fine. No Fee. OSHA Guarantee Requirements. With regard to Sted•SafesM Compliance Solutions, Stericycle will reimburse any Customer who subscribes to a Preferred or Platinum Level Program for any civil penalty or portion thereof contained in a citation issued by the U.S. Occupational Safety and Health Administration (OSHA) for a violation of the bloodborne pathogens standard at 29 C.F.R. § 1910.1030 or of a state standard that is identical to the federal bloodbome pathogens standard. Stericyde's obligation to reimburse Customer under this Section 7(b) is contingent upon: (1) at the time that Customer received the citation, Customer must be subscribed to a Preferred or Platinum Level Program and must not be delinquent on any payments due; (2) the citation 14. must concern Customer's actions or omissions during the period that the Customer was a subscriber to a Preferred or Platinum Level Program; (3) Customer having fully followed each recommendation and instruction Included in the Preferred or Platinum Level Program as related to compliance with the bloodbome pathogens standards (whether expressed orally by employees or agents of Stericycle or as set forth in any Compliance Materials); (4) the citation must not relate to actions or omissions for which Customer had previously received a citation; (5) Customer notifying Stericycle as soon as possible after receiving the citation and promptly providing all Information and materials requested by Stericycle related to such citation; (6) allowing Stericycle to fully participate in (and, upon request, take control of any aspects of) any defense of the citation; (7) obtaining Stericyde's prior approval of any settlement related to the citation; and (8) Customer paying any dvil penalty due in a timely manner and providing acceptable proof of such payment to Stericycle. Stericycle's reimbursement responsibility is limited to civil penalties for actions or omissions during the period that Customer was subscribed to aPreferred or Platinum Level Program. Stericycle shall not have any reimbursement responsibility for any Civil penalties due for any period after the date that the citation is received. Customer's failure to perform any of its obligations in this Section to Stericycle's satisfaction shall absolve Stericycle of its reimbursement responsibilities. For purposes of dariiy, Stericycle's reimbursement obligations are for the applicable civil penally only, and Stericycle shall not be responsible for any costs or expenses of any kind that Customer may incur as a result of receiving such citation or any action taken to bring Customer into compliance. 15. Mseellaneous, (a) This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any prior agreements and arrangements between the parties. (b) This Agreement may be modified only by a written amendment signed by an authorized representative of each party. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, legal representatives and heirs; provided, however, that Customer may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Stericycle. (d) Stericycle's relationship with Customer is that of an independent contractor, and nothing in this Agreement shall be construed to designate Stericycle as an employee, agent or partner of or a joint venture with Customer. (e) The failure of either party to insist upon the performance of any provision hereof, or to exercise any right granted under any provision hereof, will not be construed as waiving that provision or any other provision, and the provision will continue in full force and effect. All waivers must be in writing and signed by the party waiving its rights. (f) No term or condition contained in a Customer purchase order, invoice acknowledgment, or any other document from Customer shall be binding upon Stericycle unless agreed to by Stericycle in writing. (g) Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Agreement will remain in full force and effect. (h) Stericycle will perform the Services in a professional, workmanlike manner, consistent with applicable industry standards. In the event that the Services do not conform to this warranty and Customer notifies Stericycle of such within ten (10) business days of receipt of non -conforming Services, Stericycle's exclusive obligation (and Customer's exclusive remedy) will be for Stericycle to re - perform such Services at no additional cost to Customer. EXCEPT FOR THE FOREGOING, STERICYCLE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND STERICYCLE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE SERVICES OR STERICYCLE'S PERFORMANCE HEREIN. 2024_SingleSiteSO_V.12_3.12.24 Sales