Exhibit 10.9
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FOURTH AMENDMENT
TO THE CONTRACTOR SERVICE AGREEMENT
BETWEEN THE UNIVERSITY OF TEXAS MEDICAL BRANCH AT GALVESTON
AND
ENVIROCLEAN MANAGEMENT SERVICES, INC.
This fourth amendment (the "Fourth Amendment") is to the Contractor Service
Agreement (the "Agreement" or the "Contract") between The University of Texas
Medical Branch at Galveston, a component institution of The University of Texas
System which is an agency of the State of Texas, ("UTMB") and EnviroClean
Management Services, Inc. ("EMSI') and which Agreement became effective on
December 8, 1995.
WHEREAS, UTMB and BMI Services, Inc. entered into the Agreement to
provide medical waste disposal services for UTMB on December 8, 1995;
WHEREAS, BMI Services, Inc. assigned its rights and responsibilities to
EMSI on March 4, 1996;
WHEREAS, UTMB and EMSI, Inc. have amended the Agreement on three
previous occasions;
WHEREAS, UTMB AND EMSI desire to amend the Agreement to allow EMSI to
provide security other than a performance bond as contemplated by the Third
Amendment;
NOW THEREFORE, for and in consideration of the above-stated premises,
the payments, and the covenants and agreements herein contained, UTMB and EMSI
do agree that the Agreement is amended as follows:
The Third Amendment's Attachment A is amended as follows by adding the following
Section 1.4.5:
1.4.5. In lieu of the required $200,000 performance bond, Contractor may elect
to fund an account ("Retainage Account") which shall be retained by UTMB and
which UTMB shall return to Contractor upon Contractor's faithful performance of
the Agreement.
In the event Contractor elects to fund the Retainage Account in the amount of
$125,000 and provided it maintains its current performance bond of $75,000, UTMB
shall withhold monthly an amount not to exceed Ten Thousand and no/100ths
Dollars ($10,000) from the proceeds that UTMB would otherwise remit to
Contractor until the Retainage Account equals $125,000.
In the event Contractor elects to fund the Retainage Account in the amount of
$200,000, UTMB shall withhold monthly an amount not to exceed Fifteen Thousand
and no/100ths Dollars ($15,000) from the proceeds that UTMB would otherwise
remit to Contractor until Retainage Account equals $200,000.
Contractor may elect to provide a Letter of Credit ("LoC") in lieu of any
Retainage Account provided the LoC satisfies the requirements of the Third
Amendment's Section 1.4 and subject to the approval of the Office of General
Counsel of The University of Texas System and UTMB. UTMB's approval shall not be
unreasonably withheld.
UTMB shall return the Retainage Account to Contractor promptly in the event
Contractor tenders to UTMB either the required performance bond or LoC, but in
no event no later than thirty (30) days.
Contractor may elect to provide any combination of a LoC, Retainage Account, or
Performance Bond to satisfy the requirements of the Third Amendment's Section
1.4.
Except to the extent specifically modified by any properly executed amendment,
all the terms and conditions of the Agreement as amended are in full force and
effect, and the parties by their signatures to this Fourth Amendment do hereby
confirm and adopt the Agreement as amended by this Fourth Amendment.
ENVIROCLEAN MANAGEMENT THE UNIVERSITY OF TEXAS
SERVICES, INC. MEDICAL BRANCH AT GALVESTON
By: /s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
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Title: President/CEO Xxxxxxx X. Xxxxx
Vice President for Business
and Administration
Date: Jan 15, 2002 Date: Jan 17 2001
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