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Docusign Envelope lD: 926EC61 6-7738-4C44-A27D-F89775E931 FA
<br />TERMS AND CONDITIONS AccountlSite f --
<br />Stericyclg lrrc., a Delasare mrpor*iorq rvith oflices at 2355 Waukegn Rd, Bamockbuq IL 600 I 5
<br />(collectiveg,'sterirycld'IaldKittitas County - Jail rvitlrofficesat205 W 5th Ave,
<br />Ellensburg, WA 98926 Suite 1(''crrsomec),herebyenterirtoandagreeaspmvidedin
<br />this Services furccment (ttrc'?greemenf) da<l as of the 1st dsy of December' 20 24 (the
<br />"Eflbctive Dale).
<br />L sewice* (a) Stericycle rvitl provide Customer the services set lorth on page I of
<br />this Agreemerrt (the ''services") which are incorporated herein and made a part ofthis
<br />Agreement. (b) The current versions of the applicable Stericycle Waste Acceptance
<br />Poticies ("WAPs") are attached and nrade a part of this Agreentent Stericycle may
<br />periodically update the WAPs and the current versions are posted at'httos://urwv.stericycle.com/en-us/aboul-us/policies-positions. Customer shall comply
<br />rviih the WAp applicable to the Services. (c) Customer shall be liable forand shall
<br />indemnis, defend and hold harmless Stericycle from and against all demands, claims,
<br />actions, losses, damages, and expenses, including reasonable attomey fees, resulting
<br />irom any Non-Conforming Waste (as defined in the WAP) or Customer's failure to
<br />properly store, package, label, or segregate waste in connection rvith the Services. (d)
<br />buring the Term, Stericycle shall be the exclusive provider ofthe Services to Customer
<br />at al I ofits locations, and Customer shal I use no other provider hr the Services, whether
<br />at the service location(s) set lorth herein or at any other current or funrre localion(s) ol
<br />Customer. (e) Stericycle may bill additional charges tbr each non-compliant container
<br />(including overweight containers (50lbs per standard conlainer); containers holding
<br />Non-Conflorming Waste; and containers where the waste is improperly segregated or
<br />packaged) provided by Customer.
<br />2. Terntofthisr\greemenl' (a)Theinitial tennofthisAgreement(the"lnitial
<br />Term") rvill begin on the Effective Date set forth above and continue for 60 months
<br />This Agreernent will automatically renerv for successive terms of the same duration
<br />(each. an' E8renSipn Ien3"), unless either party gives the other party at least 60 days'
<br />rwitten notice, prior to the renerval date, of its request to terminate this Agreement. The
<br />Initial -term and each Extension Term, ifany, are collectively refened to as the "Tenn
<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, whiclr may include a final pickup
<br />t'ee). (c) Stericycle shall have the right lo retrieve ils Equipment (defined belou') hom
<br />Customer wherever located.
<br />3. Pricing Customer shall pay to Stericycle the service fees and surcharges as set
<br />forth on page I (collectively "service Fees"). (a) Stericycle rcserves the right, in its sole
<br />discretiorL tr) increase the amount ofeach Service Fee by 0% annually on drc anniversaly
<br />oflthe Effective DaF, O) Additionally, Sbricycle reserves tlrc right to adiust or add a
<br />surcharge fiom time to time. Sbricycle will provide notice of any new sucharges to
<br />Cuskrmer, which notice may be included on an invoice. (c) Notrvithstanding any
<br />prcvision to the contary, lor Cus'krmers rvith transactional pricing nlodelg Customer
<br />shall pay lhe No Waste Chalge ifCusbmer declines or cancels a scledtrled service or il
<br />Cus{orner's location is closed during a scheduld service. Custnmer shall pay the
<br />Minimum Pickup Charge for savice rvhere the total container and stop fbes arc less ftan
<br />the Minimum Pickup Charge. (d) For Customers rvith subscription'based pricing
<br />model! for services rendered beyond ilre stated quanthies, the tohl clrarye will increase
<br />based on the arnount ofunils servicetl at the applicable additional container rate, extra
<br />material unit rate or the cunuf Sterirycle standard list price. (e) Cutomer agrees to pay
<br />ancillary charges according lo the then-crrnent Schedule of Ancillary Charges at
<br />wwv.serirycle.com ('schedule"), rvlrich is incorporated by relerence as iffully set tbdh
<br />herein and is subject to change liom time to time in Stcricycle's disuetion. Sericycle has
<br />institut€d a per invoice fuel surcharge to manage lhe impact of diesel fuel price
<br />fluctuations. The firel surchorge is based on 6rc tI.S. 'On Highway' Diesel Price Index,
<br />a table outlining the Fuel Surcharge can be forud at rvwrv.sterirycle.mnt
<br />4. PaymentTerms (a)Customer shall pay in full each Stericycle invoice rvithin 30
<br />days ofthe date ofsuch invoice by ACH or other agreed upon means. Any invoiced
<br />amounts not receiv€d by Stcricycle within that timeframe will be subject to a late t'ee
<br />of L5% per month (or the maximum amount allowed bylarv). Customer shall reimburse
<br />Stericycle tbr all costs that it incurs in collecting overdue amounts fiom Customer-
<br />Stericycle may, rvith notice, suspend services until any overdue amounts (plus interest
<br />charges and collection fees, ifany) are plid. Customer shall also pay all taxes imposed
<br />by any govemmental authority rvith respect to the purchase of any services and
<br />pioducts hereunder, including all sales, use, excise, occupation, ftanchise and similar
<br />taxes and tax-like fees and charges (but excluding all taxes on Stericycle's net income)
<br />Stericycle rvill cooperate tvith Customer to determine the applicability of exemption
<br />certifircates, if any, that Customer provides in a tirnely manner to Stericycle. (b)
<br />Stericycle shall submit invoices to Customer in accordance rvith Stericycle's standard
<br />billing process. Stericycle shall not be required to adopt Customer's billing process or
<br />to use Customer's prefbned billing portat- 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 />2024_Slnglesite Sq-V.13-6.14.24-Sales
<br />(ii) Customcr rcimburses Stericycle for all lees or other costs payable lor the use ol
<br />Customer's portal: and/or (iii) Custolrer agrees to any other reasonable requirements
<br />ofstericycle related to the use ofnon-standard billing processes
<br />5. EquipmcntCusomerslnll havetlrecare,cu$odyardmnfolofanycontainers and other
<br />equipminiowned by Stericycle and placed at Customer's premises ("Equipmenti') and
<br />aicepts responsibility and liabitity for the Equipmerrt and its.contents. Any damage or
<br />loss io such EqLripment, other than normal wear and tear, rvill be charged to Customer
<br />at full replacement value.
<br />6 'l'crminalion Either party may terminate this Agreement, in rvhole or in part,
<br />upon u,ritten notice to tlie other party if the other party trre-aches any material
<br />piovision of this Agreement and f;ils to cure strch breach within thirty (30) days
<br />iollorving receipt of \witten notice of such breach Documented service or
<br />performance deficiencies by Stericycle or nonpayment by Customer of amounts
<br />iightfully owed to Stericycle or Customefs failure to comply with Stericycle polices
<br />re'iated to tlre Services shall constitute a material breach. Either pa(y may terminate
<br />this Agreement for convenience by giving the other party nt least sixty (60) days'
<br />notice:however, ifCustomer terminates this Agreement for convenience, Customer
<br />shall be required to promptly pay Stericycle (a) all unpaid invoices and any late
<br />charges theieon; and (b) asliquidated damages and not as a oenalty, an amount equal
<br />to 5d% ofCustomer's average monthly charge rnultiplied by the number ofmonths
<br />(including any partial months) remaining until the expiration date ofthe Temr'
<br />7. t.imilation of Liability. NOTWITHSTANDING ANYTHING TO THE
<br />CONTMRY CONTAINED ]N 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 />(INCLUDINC LOST PROFITS, FINES, CIVTL PENALTIES, GOODWILL' DATA'
<br />THE COST OF REPLACEMENT GOODS OIT SERVICES' OR OTHER
<br />INTANGIBLE LOSSES) ARISTNG FROM OR RELATED -IO THIS ACREEMENT'
<br />INCLUDINC BUT NOTLIMITED TO STERICYCLE'S BREACH OR ALLEGED
<br />I]REACI{ OF TLIIS AGREEMENT, REGARDLESS OF TI.IE FORM OF ACTION,
<br />WI"IETFIER 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 TLIE AMOUNT OF SERVICE FEES
<br />RECEIVED BY STERICYCLE FROM CUSTOMER UNDER THE AGREEMENT
<br />DURTNG THE PRECEDING TWELVE (I2) MONTH PERIOD PzuOR TO THE
<br />ALLEGED LIABILITY,
<br />8. Compliante lVtahrialsi Confirtentiality. 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 orvn,
<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.lor
<br />orin uny third party or audience. Customer agrees to return all Compliance Materials
<br />to slericycle at customer's expense at the expiration or termination ofthis Agreement.
<br />Stericycie may charge Customer o fee for failure to retum Compliance Materials
<br />Customer agries to not disclose to any third pa(ies Stericycle pricing, policies and
<br />procedures. Stericycle will keep contidential all Customer.confidential information
<br />provided to stericycle in connection rvith this Agreement turd r/gill use the same solely
<br />ibr the putpot"i provicled 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 publiciy available due to disclosure by Customer or by a third party having.a
<br />legal right to rnike such disclosure and (ii) information previously knorvn to Stericycle
<br />free ofiny obligation to keep it confidential prior to receipt ofthe same from Customer.
<br />9. Complinnce rvith l,arw. Each party shall comply with all larvs, rules and
<br />regulationi applicable to ils performance hereunder, including anti-corruption and
<br />ecinomic 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 ofwastes and the Services hereunder.
<br />10. ExcuseofPerformance Neither party will be responsible ifits pertbrmance ofany
<br />act(s) required hereunder (other than the payment ofany amounts duc) is interrupted
<br />or delayed due to any reason bcyond its reasonable control.
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