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HomeMy WebLinkAbout2016 ContractA. loutheast ffeudrIng SECURE SO=ETIONSFCR :OCL%ENTDESTRJC'IDh 3910 US Highway 1, Vero Beach, FL 32960 Office (772) 562-6556 Fax(772)562-6559 www.sesecureshred.com CUSTOMER ACCOUNT SETUP Company Name: City of Sebastian Service Address: 1225 Main Street Sebastian, FL 32958 Billing Address: Contact Person: Jeanette Williams Email Address: jwilliams@cityofsebastian.org Contact Phone #: 388-8214 Cel: Business Hours: Type of Service: O Pick -Up 0 On -Site 0 Drop -Off Type of Containers: 95 Gallon Bin Quantity of Containers: 1 Frequency of Service: Quarterly Day of Set -Up: Wednesday, March 23, 2016 In Addition: Any material outside of Console is $0.14 per pound Price per Service: $52.00 CUSTOMER Name: L__ Title:C- Sign: Date: SOUTHEAST SECURE SHREDDING Name: Title:1il a �1( r� %i Sign: _ o Date: �" C `Southeast ' Secure Shredding SECURE SOLUTIONS FOR ]CCU ,'ENT OESTSJC-ION 3910 US Highway 1, Vero Beach, FL 32960 Office (772) 562-6SS6 Fax(772)S62-6559 www.sesecureshred.com CUSTOMER ACCOUNT SETUP Company Name: City of Sebastian Service Address: 1225 Main Street Sebastian, FL 32958 Billing Address: Contact Person: Jeanette Williams Email Address: jwilliams@cityofsebastian.org Contact Phone #: 388-8214 Cel: Business Hours: Type of Service: ❑X Pick -Up 73 On -Site O Drop -Off Type of Containers: Executive Console Quantity of Containers: 6 Frequency of Service: Once a Month Day of Set -Up: Wednesday, March 23, 2016 In Addition: Any material outside of Console is $0.14 per pound Price per Service: $75.00 CUSTOMER, Name: ` ` -�• Title: Sign: Date: SOUTHEAST SECURE SHREDDING Title: —J c � Sign: l___-` [c! 11 Date: i 6_' Rcur 1�theaSt rding 3910 N. IIS Highway 1, Vero Beach, FL 32960 Office (772) 562-6556 Fax (772) 562-6559 www.sesecureshred.com Confidential Document Destruction Agreement This Confidential Document Destruction Agreement ("Agreement") is entered into as of this 22"d. dae of March. 2016 ("Effective Date") b} and between Southeast Secure Shredding, Inc.. a place of business at 3910 US Highivay I Vero Beach, FL 32960 ("Compam'') and Cih- of Sebastian.. having a place of business at 1225 Main Street Sebastian, FL 32958 ("Customer"). 1. SERVICES 1.1 Services to be Furnished. Company xeill provide the services for the secure destruction of records (`'Services") described on Exhibit A attached hereto and made a pan hereof. Company Neill furnish a Certificate of Destruction to Customer. upon request by Customer. The Services may. at Customer's option and as indicated on Exhibit A. be performed as part of a regular schedule or pursuant to specific directions vehich Customer shall give Company from time to time. Customer may also request custom Services not set forth on Exhibit A. in -vehich case Company xeill consult Keith Customer as to the terns and conditions of the Services requested. 1.2 Services to Affiliates and Subsidiaries. Customer's related. affiliated and subsidiary companies (including subsidiaries of affiliates) may acquire Services pursuant to this Agreement. Any such acquisition of Services will be ex idenced be an Order executed b, an authorized representative of the applicable affiliate or subsidiary- in its open corporate name and referencing this Agreement. Invoices for such Services shall be directed to and be payable b} such affiliate or subsidiary. 1. ; Services be Third Parties. Company maN procure the services of any responsible third part} to perform all or part of the Services. insofar as said third parte complies xeith all securite standards and procedures required of Company by Customer. and further that said third parte shall accept in .vriunu the tiduciar\ responsibilitx requisite of the transfer of custody. Company will remain liable for all Services performed for Customer. Compan\ Neill record all custod\ transfers and'or the use of any subcontractor to render contracted services to the Customer. and make Customer mvare of ane use of ane subcontractor. including their identity. 2. RESPONSIBILITIES 2.1 Richt to Rele on Instructions. Compan-, ina- act in reliance upon an\ instruction. instrument. or signature reasonable believed be Compan\ to be genuine. and may assume that any of Customer's employees or any employee of Customers affiliates or subsidiaries giving any written notice. request. or instruction has the authorit\ to do so. 2.2 Compliance Nyith Contracts. Lays and Regulations. Customer shall be responsible for. and warrant compliance xvith. all contractual restrictions and all applicable lases. rules and regulations. including but not limited to environmental lases and contractual restrictions and lases governing the confidentiality. retention and disposition of information contained in an\ materials delivered to Company. Company shall comply with applicable law s. statutes. regulations and ordinances. 2.3 Cooperation and Assistance. Customer shall cooperate with Company with regard to the performance of the Services. subject to normal sectrrit\ requirements and in a manner that is not unnecessarily disruptive to Customer's business operations. by providing to Company such information. data. access to premises. management decisions and approvals as may be reasonable to permit Company to perform the Sen -ices hereunder. 2.4 Hazardous Substances. Customer shall not deliver to Company any material considered toxic or dangerous or which is regulated under any federal or state law- or regulation relating to hazardous materials. In the event of the accidental or negligent custodial transfer of hazardous or regulated waste. including bio -hazard. Customer agrees to arrange to appropriately. safely and legally assume custody of such hazardous materials at their expense. And further to indemnify the Company from any property damage or personal iniurn resulting from such transfer of material. 2.i Performance of Services. All Sen -ices performed by Company will be in a professional manner in accordance with \AID standards and practices. (Or as are described in the policies and procedure described in Exhibit A) 2.6 Material Descriptions: Itemized lists or descriptions of contents of materials submitted by the Customer to the Company shall be generally- considered for recordkeeping. reconciliation. and reference purposes only. and are not to considered proof that said documents contained on such lists and descriptions are in fact contained in the materials accepted. Company will make provision for validation of such document contents in advance and under special terms and fess at the request of the Customer. 2. i 'Negotiable Items: Customer agrees to make Company aware in writing and in advance of any instance in which negotiable instruments. including but not limited to checks. bearer bonds. travels checks. or coupons will be sent to a single facility in a single service where the total combined amount of said instruments will be in excess of S 100.000. 3. FEES AND PAYMENTS -All standard charges for Services under this Agreement shall be as specified on Exhibit A. The prices set forth in Exhibit A shall remain in effect for the first twvelve (12) months of this Agreement. Thereafter. price adjustments shall be made on]v after thirty (30) days' prior written notice. For anv service requested by Customer that is not listed on Exhibit A. the charges will be as agreed to in writing by Customer and Company prior to the rendering of such Service. Invoices shall be due and payable within thin- (30) days from receipt of the applicable invoice. Amounts due and not paid within thirt-,(30) days after Customer's receipt of the im oice shall bear interest at the rate of one and one-quarter per cent 0.25%) per month. 4. CONFIDENTIALITY - "Confidential Information" means any information relating to Customer's property. business and affairs. Unless such Confidential Information was previously known to Compan\ free of anv obligation to keep it confidential. is subsequently made public by Customer or by a third parte having a legal right to make such disclosure. or was known to Compan}prior to receipt of same from Customer. it shall be held in confidence by Company and shall be used only for the purposes provided in this Agreement. Company shall use the same degree of care to safeguard \ our Confidential Information as it uses to safeguard its own. However. Company may comply with any subpoena or similar order related to materials delivered to Company: pro\ ided that it shall. unless prohibited b\ law. notify Customer promptlN of any such subpoena or notice. Customer shall pay Company's reasonable costs for such compliance. 5. TERM AND TERMINATION 5.1 Term. This Agreement shall commence on the Effective Date set forth above unless written notice of nonrenewal is delivered by either parte to the other not less than thirty (30) days prior to the date of last ser ice. 5.2 Termination. Either parte may terminate this Agreement if the other is in material or repeated breach of any of its obligations hereunder and the breaching part} has not cured the breach within thirty (30) days after written notice from the nonbreaching part.. In the event of an such termination. all amounts due for Services rendered up to the effective date of termination shall become due and payable. Upon termination. Customer shall return (or permit Company to retrieve) all Company bins and other propertN kept at Customer's site. and Company shall have no obligation to provide further Sen ices to Customer. 6. CLAIMS AND DISPUTE RESOLUTION 6.1 Time for Presenting Claims. Customer must present an claim with respect to anService in writing to Company within a reasonable time and in no case later than three (3) months after the occurrence of the event on which the claim is based. 6.2 Arbitration. Anv claim. controversy. or dispute arising out of or relating to this Agreement. or anv interpretation or breach of this Agreement or performance under this Agreement. including without limitation anv dispute concerning the scope of this Article 6, that cannot be resolved within fifteen (l 5) days by informal discussions between the parties. shall be resolved by submission to final. binding and nonappealable arbitration. without any right by either party to trial de novo in any court. Such arbitration and all pre -hearing. hearing. and post -hearing arbitration procedures. including for discovery. disclosure of arbitrator's interests. and challenge of designation of anv arbitrator. shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. A single arbitrator shall be selected by the American Arbitration Association. 6.3 Ser -ices during Arbitration. During any arbitration proceedings. Company shall continue to provide Services. and Customer shall continue to make payments to Company. in accordance -with this Agreement. The fact that arbitration is or may be allowed shall not impair the exercise of any termination rights under this Agreement. 7. LIABILITY AND NVARR.�kNTY 7.1 Limitation of Liability. Company shall not be responsible or liable in any manner whatsoever for the release or loss of an materials deposited in bins or otherwise delivered to it for secure destruction unless the release or loss is due to Company's negligence or willful misconduct. Company's maximum liability' for ariv and all claims arising -with respect to the Services provided under this Agreement shall not exceed the aggregate amounts paid by Customer with respect to the Services provided at the particular Customer location during the six (6) months preceding the event which gives rise to a claim. In no event shall Company be liable for any consequential, incidental, special or punitive damages, regardless of whether the action is brought in tort, contract or an- other theorIn. 7.2 Ownership Warrant\. Customer warrants that it is the owner. legal custodian or other -,vise has the right to deliver for confidential destruction any and all materials Customer provides Compan} hereunder. Customer shall reimburse Company for any expenses reasonable incurred by Compan\ (including reasonable legal fees) by reason of Companv comps ing with its obligations under this Agreement to destroy such materials in the event of a dispute concerning the destruction of the materials provided by Customer to Company. 8. MISCELLANEOUS 8.1 Notices. All notices hereunder shall be in xvriting and addressed to either party at its address set forth above (or to such other address as either parte ma} specify by notice given in accordance with this Section). Notices to Compan- shall be sent to the attention of its General ManaLer. 8.2 Binding Nature and Assignment. This Agreement shall be binding on the parties and their respective successors and assigns. Except as permitted b, Section 1.3 above. neither partN max assign this Agreement. except to an affiliate. without the prior kNTitten consent of the other parte. which consent shall not be unreasonable withheld. 8.3 Force Maieure. Each parte shall be excused from any delay or failure in performance under this Agreement for any period if and to the extent that such delay or failure is caused by acts of God. govermrrental actions. labor unrest, riots. unusual traffic delays or other causes beyond its control. 8.4 Relationship of Parties. Company is acting as an independent contractor hereunder and has the sole right and obligation to supervise. manage. contract. direct. procure, perform. or cause to be performed all work to be performed be Company under this Agreement. 8.5 Entire Agreement. This Agreement constitutes the entire agreement between Company and Customer with respect to the subject matter of this Agreement. No change. -waiver. or discharge of this Agreement shall be valid unless in writing and executed by the parte against whom such change. waiver. or discharge is sought to be enforced. Except as provided in Section 3. this Agreement max- be amended only by an amendment in VNTiting signed by Customer and Company. 8.6 Invalidity. If any provision of this Agreement is declared invalid be any tribunal of competent jurisdiction. then such provision shall automatically be adjusted to the minimum extent necessary to the requirements for yalidit° as declared at such time and as so adjusted shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted. the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case. the remaining provisions of this Agreement shall remain in effect. 8.7 Exclusivity: Customer avrees to retain Company on an exclusive basis at all facilities covered by this agreement for the term of this contract. IN WITNESS WHEREOF. each of the parties have caused this Agreement to be executed by its duly_ authorized representative as of the Effective Date first set forth above. CUSTOMER Title: Date. COMPANY Title: Date: :F Southeast ff reeudding SECURE SC iTIOSS F03 D.OG"E5' DESTRU_ Wi 3910 US Highway 1 Vero Beach, FL 32960 Office (772) 562-6556 Fax (772) 562-6559 www.sesecureshred.com Exhibit A Customer: Cite of Sebastian Service: Company shall provide the Customer with a regular pick-up of destroyable material. This --service- -,N ill occur once a month. If additional pick-ups are required because of excess material to be destroyed. Company v. ill provide these pick-ups at an additional charge to Customer. Customer will be billed once per month for the previous month's "service(s)". ✓ A "Sen -ice" xvill consist of removing and replacing liner from 6 security containers. All material picked up during a regular "service" will be shredded within 72 Hours. ✓ Southeast Secure Shredding will provide 6 security containers and 2 keys to Customer for use at no charge during the term of any agreement reached. The containers shall remain the propert\ of Southeast Secure Shredding at all times. Missing or damaged containers will be replaced at a cost of S 100.00 each. ✓ Southeast Secure Shredding will provide 0 padlock(s) to the Customer for use at no charge. Missing or damaged padlocks and keys will be replaced at a cost of 510.00 each. ✓ Southeast Secure Shredding will pro\ide a confidentialih agreement (GDAA -l. and or BAA 2.) or will sign a confidentialit-' agreement provided by Customer. ✓ Southeast Secures Shredding %till provide certificates of destruction once per billing c\ cle to Customer detailing dates of pick-up and destruction. ✓ Additional material outside of supplied bins mai be picked up during a regular service call at an additional chamye of SO. 14 per pound of additional material. Type of Container Quantity of Containers Price Executive Console 6 S75.00 Additional: Price per Sen -ice 575.00 l' Customer Sign: ///-�—� Compan Sign: Date: Date: r Southeast Secure Shredding SECJ3c 5^1 A016 FO? 00.." E'.' NST;UVl^:S 3910 US Highway 1 Vero Beach, FL 32960 Office (772) 562-6556 Fax (772) 562-6559 www.sesecureshred.com Exhibit B Customer: City of Sebastian Sen -ice: Compan- shall provide the Customer with a regular pick-up of destrovable material. This "service" %gill occur quarterly. �If additional pick-ups are required because of excess material to be destroyed. Company will provide these pick-ups at an additional charge to Customer. Customer will be billed once per month for the previous month's "sen-ice(s)". ✓ A "Service" Nvill consist of removing and replacing (1) 95 gallon container. All material picked up during a regular "sen -ice" will be shredded kyithin 72 Hours. ✓ Southeast Secure Shredding -vvill provide (1) 95 gallon container and 1 key to Customer for use at no charge during the term of any agreement reached. The containers shall remain the property of Southeast Secure Shredding at all times. Missing or damaged containers will be replaced at a cost of S 100.00 each. ✓ Southeast Secure Shredding -vvill provide 1 padlock(s) to the Customer for use at no charge. Missing or damaged padlocks and keys will be replaced at a cost of S10.00 each. ✓ Southeast Secure Shredding �yill prox idea confidentiality agreement (GDAA 4. and or BAA 2.) or will sign a confidentiality agreement provided by Customer. ✓ Southeast Secures Shredding will provide certificates of destruction once per billing cycle to Customer detailing dates of pick-up and destruction. ✓ Additional material outside of supplied bins max be picked up during a regular ser ice call at an additional charge of SO. 14 per pound of additional material. Type of Container I Quantity of Containers Price 95 Gallon Container 1 S52.00 Additional: Price per Service 5 2.00 l Customer Sign: Date: Company Sign: Date: JJ �( outheast Ce%lmg SEM IMONS FOR DOgtKE1R OESMMN 3910 IIS Highway 1 Vero Beach, FL 32960 Office (772) 562-6556 www.sesecureshred.com Date. Wednesday, March 23, 2016 Fax (772) 562-6559 Company City Of Sebastian Name: Sally Service 1225 Main Street Address: Sebastian, FL 32958 6 I. accept Executive Console(s).and PA in good condition. I understand that Iost.kays.witt be replaced at a cost of $10.00 each and missing or damaged bins- will be replaced at a cost of $100-00 eactt CUSTOMER Print Dame: Sign: Date: ✓� `-�� �o CONfPANY Print Mame: ° / Q Z J AJ& Sign: Date: 3 r