EXHIBIT 10.6
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A DOUBLE ASTERISK
(**). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
MEDICAL WASTE TRANSPORTATION AND DISPOSAL AGREEMENT
This medical waste transportation and disposal agreement ("Agreement"),
is entered into by and between ENVIROCLEAN MANAGEMENT SERVICES, INC., a Texas
corporation ("Corporation"), having a mailing address of 00000 Xxxxx Xxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention: Contracts Administration and Trinity
Mother Xxxxxxx Regional Health Care Center ("Generator"), having a mailing
address of 000 Xxxx Xxxxxx, Xxxxx, Xxxxx 00000, Attention: Mr. Xxxx Xxxxxxx.
This agreement will commence on March 1, 2001.
WITNESSETH:
Whereas, Generator is a health care system and affiliates which own or
operate facilities that generate Medical Waste (as hereinafter defined; and
identified in addendum).
WHEREAS, Corporation is in the business of transporting and processing
of Medical Waste; and
WHEREAS, Generator desires to engage Corporation in transport
Generator's and its affiliates Medical Waste for disposal at an authorized
Medical Waste disposal facility as hereafter provided.
NOW, THEREFORE, in consideration of the premises, and mutual promises
herein contained, the parties agree as follows:
1. "Medical Waste" shall mean Medical Waste as defined in 40 C.F.R. ss.
259.10 (1990) and medical waste and special waste from health care
related facilities as defined in 31 Texas Administrative Code 330.2
(Texas Natural Conservation Commission rules).
2. Generator and its affiliates generate Medical Waste that is regulated
by the United States Environmental Protection Agency ("EPA"),
Occupational Health and Safety Administration (OSHA), Texas Natural
Resource Conservation Commission (TRNCC) and by other state agencies.
3. Corporation is registered with the CPA, Texas Railroad Commission, the
Texas Natural Resource Conservation Commission Municipal Solid Waste
Division and the Texas Department of Transportation Corporation is and
for the entire term of this agreement shall be permitted and licensed
by all applicable regulatory and governmental agencies requiring
permits and licenses for transport and disposal of medical and
special/infectious waste.
4. Corporation covenants, represents and warrants that it shall contract
with an authorized disposal facility for disposal of Generator and its
affiliates Medical Waste in accordance with the laws and regulations of
the federal and appropriate state governments, specifically including
those rules and regulations dealing with the transportation, transfer,
storage and/or disposition of special waste from health care related
facilities as specified in 25 Texas Administrative Code ss. 1.131, et.
seq. and 30 Texas Administrative Code ss. 330.1001, et. seq., as such
sections may be amended from time to time. The specific facilities and
locations of generator's to be picked-up, transported and disposed of
by Corporation pursuant to this Agreement are set forth in the Addendum
1.
5. Corporation shall provide cartons, packaging materials and labels in
Generator and its affiliates in packaging Medical Waste generated at
Generator's and its affiliates as specified in 31 Texas Administrative
Code ss. 330.1004.
6. Corporation shall provide the required shipping documents as set forth
in 31 Texas Administrative Code 330.1004 and 330.1005.
7. Generator represents and warrants that it will package only Medical
Waste for transportation by Corporation and will not provide in
Corporation any other material, including, without limitation, trash,
garbage, rubbish, asbestos, hazardous waste or radioactive waste
regulated under 31 Texas Administrative Code Ch. 289. Furthermore,
Generator represents and warrants that it will package its Medical
Waste in accordance with the rules of the Texas Natural Resource
Conservation Commission or other applicable regulatory authority.
Generator hereby agrees to the fullest extent permitted by applicable
law, to indemnify, defend and hold harmless Corporation from and
against all liabilities arising out of Generator's breach of any
representation or warranty set forth in this paragraph.
8. Generator shall package its Medical Waste in the packages to be
provided by Corporation. Generator shall close, seal and label each and
every package prior to pick up with labels provided by Corporation.
9. Corporation shall collect packaged Medical Waste as agreed and
transport same to an authorized disposal facility, in accordance with
the laws and regulations of the federal and appropriate state
governments.
10. Corporation shall be responsible for the loading, transporting, and
tracking of the Medical Waste from the time it picks up the packaged
Medical Waste at the Generator and its affiliates sites until the time
it delivers the Medical Waste to an authorized disposal facility.
Corporation shall provide proof of disposal to the Generator in
accordance with federal and applicable states laws and regulations.
11. EXCEPT AS EXPRESSLY DESCRIBED IN THIS AGREEMENT, CORPORATION MAKES NO
EXPRESS OR IMPLIED WARRANTY, REPRESENTATION OR GUARANTEE REGARDING
CORPORATION SERVICES.
12. Corporation shall carry automotive, pollution and general liability
insurance covering its activities under this Agreement in accordance
with federal and applicable state laws and regulations. Corporation
shall maintain, in full force and effect during the term of this
Agreement, the types of policies referenced above issued by a national
insurer covering Corporation and its employees and agents against all
claims arising out of the performance of services marketed in this
Agreement. Or, before the effective date of this Agreement and
thereafter upon request, Corporation shall promptly deliver to
Generator certificates of insurance evidencing such coverage.
13. Cost and Term of agreement for the services describer herein, Generator
shall pay Corporation at Dallas, Texas the
following:
A. TERM: The initial term of this service agreement shall be for
a period of two (2) years unless otherwise specified. This service
agreement shall commence upon 3/01/2001 and expire on 3/01/2003. After
the initial 12 months of the contract has expired, Corporation agrees
that Generator can elect to change the billing terms to reflect a per
pound charge of ** or portion thereof for each packaged carton of
medical waste picked up by the Corporation at the Generator's main
facility designated as the primary hospital site in Addendum 1. Such
election must be made in writing within 30 days of the one year
anniversary of this contract's commencement. This agreement shall
automatically renew for successive two year periods unless either party
provides written notice to the other at least thirty (30) days but not
more than ninety (90) days prior to the expiration of the initial term
or any renewals thereafter. All renewals shall be on the same terms and
conditions as set forth herein except that the Corporation reserves the
right to increase prices no more than ** after each twelve month period
without notification. A cancellation fee for early termination will be
invoiced at the average monthly dollar amount times the number of
months remaining in the Agreement, in addition to a processing fee
equal to ** of the aggregate contract value. In the event of
cancellation, this amount will be due fifteen (15) days after invoice
date.
B. COST: ** PER BOX for each packaged carton or medical waste
picked up by the Corporation at the Generator's main facility
designated as the primary hospital site in Addendum 1.
C. COST: ** PER BOX for each packaged carton or medical waste
picked up by the Corporation at the Generator's affiliated clinics
designated in Addendum 1.
D. Corporation will provide at the determination of Generator,
follow-up periodic in-service training for Generator's personnel and
its affiliates personnel on proper storage and handling of medical
waste included at no charge. More extensive training programs
including, Exposure Control and Bloodborne Pathogens training to be
made available to Generator upon request at additional charge.
14. Corporation shall xxxx or invoice Generator for the above charges on a
monthly basis and Generator shall pay such bills or invoices within 15
days after receipt. Upon 10 days written notice to Generator,
Corporation shall add a late charge for any past due payment equal to
** per month for any amount due and not paid within such 10 day notice
period.
15. This Agreement may be terminated immediately by either party should the
other party fail substantially to perform in accordance with the terms
of this Agreement through no fault of the party initiating the
termination and such failure has not been caused as set forth below.
Party at fault shall have the right upon receipt of termination notice
to cure alleged breach in 30 days of notice to the reasonable
satisfaction of party initiating termination.
16. This agreement contains the entire agreement between Generator and
Corporation, and no oral statements or prior written matter not
specifically incorporated herein shall be of any force or effect. This
Agreement may not be modified or amended unless such modification or
amendments is set forth in writing and executed by both Corporation and
Generator.
17. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.
18. No failure by either party hereto at any time to give notice of the
breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or any prior
or subsequent time.
19. The parties hereto hereby agree that any action under this Agreement
shall be handled according to Texas Legislation which was passed in
1000 dealing with contracts greater than a million dollars in value.
20. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be
fully severable and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision is not a part
hereof, and the remaining provisions hereof shall remain in full force
and effect. In lieu of any illegal, invalid or unenforceable provision
herein, there shall be added automatically as a part of this Agreement,
a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.
21. The parties acknowledge that each party and, if it is so chooses, its
counsel have reviewed and revised this Agreement and that the normal
rule of construction, to the effect that any ambiguities are to be
resolved against the drafting party, shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
22. This Agreement shall inure to the benefit of, and be binding upon,
Generator, Corporation and their respective legal representatives,
successors and permitted assigns. Neither party may assign this
Agreement or any right obligation hereunder without the prior written
consent of the other party.
23. Whenever required by the context, any gender shall include the other
gender, the singular shall include the plural, and the plural shall
include the singular. Each defined term herein may be used in its
singular or plural form whether or not so defined.
24. For purposes of this Agreement, notices and all other communication
provided for herein shall be in writing and shall be deemed to have
been duly given when personally delivered or when deposited with a
nationally recognized overnight express delivery service for overnight
delivery or with United States registered or verified mail, return
receipt requested, postage prepaid, addressed as first set forth above.
25. Each party shall keep, and allow the other party reasonable access to,
full and accurate books and records of the services being provided
pursuant to this Agreement. Further, to the extent required by Section
1395x(v)(1)(l) of Title 42 of the United States Code, until the
expiration of four years, after the termination of this Agreement,
Corporation shall, upon written request, make available to the
Secretary of the United States Department of Health and Human Services,
or to the Comptroller General of the United States General Accounting
Office, or to any of their duly authorized representatives, a copy of
this Agreement and such books, documents and records as are necessary
to certify the nature and extent of the costs of the services provided
by Corporation under this Agreement. Corporation further agrees that in
the event it carries out any of its duties hereunder through a
subcontract having a value or cost of Ten Thousand Dollars ($10,000.00)
or more over a twelve month period, with a related organization, such
subcontract shall contain a clause to the effect that until the
expiration of four years after the furnishing of such services pursuant
to such subcontract, the related organization shall, upon written
request, make available to the Secretary of the United States
Department of Health and Human Services, or to the Comptroller General
of the United States General Accounting Office, or to any of their duly
authorized representatives, a copy of such subcontract and such books,
documents and records of such organization as are necessary to certify
the nature and extent of such costs.
26. Neither Corporation nor any agent of Corporation that will be providing
services under this Agreement has been excluded, suspended, debarred or
otherwise sanctioned from participation in any federal or state
healthcare program, including the Medicare, Medicaid and Champus
programs nor has been convicted or found to have violated any federal
or state fraud and abuse law or illegal remuneration law.
27. Corporation shall be fully responsible for its own employees,
representatives and agents and agrees to INDEMNIFY AND HOLD Generator,
and the entities listed in the RFP, and their its agents, personnel,
employees, officers, and directors HARMLESS from any and all claims,
demands, or actions (including, but not limited to, judgements,
compromises, settlements, damages for personal injury, property damage,
court costs, cost of defense and attorneys' fees) caused by, resulting
from, or alleging negligence or malfeasance or any failure to perform
any service provided by or to be provided by Corporation under this
Agreement.
28. The parties hereby represent that they have paid and/or received all
amounts due and owing prior to the effective date of this agreement
under all previous agreements or business arrangements with each other.
The parties hereby release one another from any claim or cause of
action based upon a debt or past due account accruing prior to the
effective date of this agreement.
CONTRACT TO BE EXECUTED THIS 2ND DAY OF FEBRUARY, 2001.
CORPORATION:
ENVIROCLEAN MANAGEMENT SERVICES, INC., a Texas corporation
By /S/ XXXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
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Title: President/CEO
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GENERATOR:
TRINITY MOTHER XXXXXXX HEALTH SYSTEM:
By /S/ XXX XXXXXXXX
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Name: Xxx Xxxxxxxx
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Title:
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ADDENDUM I
The following facilities/areas will be included in this contract:
Contract Main Hospital Facility
Location
-------------------------- -------------------------- --------------------------
Xxxx Xxxxxxx TMF Regional Health Ctr.
-------------------------- -------------------------- --------------------------
000 X. Xxxxxx
-------------------------- -------------------------- --------------------------
Xxxxx, Xxxxx 00000
-------------------------- -------------------------- --------------------------
ADDENDUM I (AFFILIATED CLINICS)
TRINITY MOTHER XXXXXXX CLINICS
Name Address City
----------------------------------- ------------------------------ -------------
Champion EMS 000 Xxxx Xxxxxx Xxxxxxx
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TMF Center for Family Care 0000 X. Xxxxxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF Childrens Clinic PA 000 Xxxx Xxxx Xxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic Ob/Gyn #1 120 E. Charnwood Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic Ob/Gyn #2 830 X. Xxxxxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic-Athens 0000 Xxx. 00 Xxxxx Xxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Athens 0000 Xxx. 00 Xxxxx Xxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Canton 000 X. Xxx. 000 Canton
----------------------------------- ------------------------------ -------------
TMF Clinic-Chandler 000 Xxx 00 Xxxx Xxxxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Xxxxxxxxx #0 000 X. Xxxxxxxx Xxxxxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Xxxxxxxxx #0 000 Xxxxx Xxxx Xxxxxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Jacksonville 0000 X. Xxxxxxx Xxxxxxxxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Kilgore 0000 Xxxxx Xxxxxxxxx Xxxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Lab/Radiology 000 X. Xxxxxxxx, Xxx. 000 Tyler
----------------------------------- ------------------------------ -------------
TMF Clinic-Lake Palestine 00000 Xxx., 000 Xxxxx Xxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Lindale 00000 XX 000 Xxxxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Manhattan 0000 Xxxxxxxxx Xx. Xxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Xxxxxx 000 Xxxxx Xxxxxxx Xxxxx
----------------------------------- ------------------------------ -------------
TMF Clinic-Mineola 1302 N. Pacific Mineola
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
TMF Clinic-Whitehouse 000 X. Xxx 000-Xxx 0 Whitehouse
----------------------------------- ------------------------------ -------------
TMF Direct Care 0000 X. Xxxxxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF EMS-Canton Xxxxx Xxx 00 at 243 Canton
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
TMF EMS-Lindale #0 00000 Xxx 00 Xxxxx Xxxxxxx
----------------------------------- ------------------------------ -------------
TMF EMS-Winnsboro 501 B.S. Main Winnsboro
----------------------------------- ------------------------------ -------------
TMF Endocrinology 619 X. Xxxxxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF Family Care Center 000 X. Xxxxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF Health At Work 0000 X. Xxxxxxxx Tyler
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
TMF Infectious Disease 000 X. Xxxxxxxx, Xxx. 000 Tyler
----------------------------------- ------------------------------ -------------
TMF Medical and Surgical Clinic 000 X. Xxxxxxx Xxxx. Tyler
----------------------------------- ------------------------------ -------------
TMF Pediatric Clinic 000 Xxxxxx Xxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF Pediatric Clinic-Tyler 0000 Xxxxx Xxxxxxxx Tyler
----------------------------------- ------------------------------ -------------
TMF Quitman Xxxxx Xxxxxx Xxxxxx 000 Xxxxx Xxxxxxxxx Quitman
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
TMF-Dr. Weirkant 0000 X. Xxxxxxx Xxxxxxxxxxxx
----------------------------------- ------------------------------ -------------
TMF-Xxxx Breast Center 000 X. Xxxxxxx, Xxx. 000 Tyler
----------------------------------- ------------------------------ -------------
Trinity Direct Care 000 Xxxxx Xxxx Tyler
----------------------------------- ------------------------------ -------------
Trinity Gastroenterology 000 X. Xxxxxxx, Xxx. 000 Tyler
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
----------------------------------- ------------------------------ -------------
Trinity Mother Xxxxxxx Internal Med 000 X. Xxxxxxxx, Xxx. 000 Tyler
----------------------------------- ------------------------------ -------------
Trinity Mother Xxxxxxx/EMS 110 X. Xxxx Overton
----------------------------------- ------------------------------ -------------
Trinity Mother Xxxxxxx Health Sys 305 Xxxx Xxxxxxx
----------------------------------- ------------------------------ -------------
Trinity Mother Xxxxxxx Surgery 000 X. Xxxxxxx, Xxx. 000 & 530 Tyler
----------------------------------- ------------------------------ -------------
Tyler Square 000 X. Xxxxxxxx Xxx. Tyler
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