Loading...
HomeMy WebLinkAbout5.826 Original Contract I:J 2~ ~~!~~U~iOn 5. 8dlP S Confidential Document Destruction Service Agreement This Confidential Document Destruction Agreement ("Agreement") is entered into as of: Februarv 20, 2007 ("Effective Date") by and between Data Base Records Destruction, a Washington limited liability company having a place of business at 11128 11 th PL NE, Kirkland, WA 98033 ("Company"), and ("Customer") Customer. Cit of Port An eles Street Address: 321 East Fifth Street City Port Angeles Contact Person & Title Upton CMC Beck , Cit Telephone. (360 417-4634 e-mail Address. cit clerk cit ofpa.us Billing Address (If Different). Zip' 98362-021 7 Street Address. P.O. Box 1150 City' Port Angeles Billing Contact. Zip 98362-0217 Clerk Fax' Billing Telephone. Billing Fax' e-mail Address. Data Base Records Destruction, LLC, ("Company") will provide services for the destruction of records ("Services") described on Schedule A attached hereto and made a part hereof. Customer will pay Data Base records Destruction for such services according to the rates and provisions in the Schedule. LIMITATION OF LIABILITY. Company shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in bins or otherwise delivered to it for destruction unless the release or loss is due to Company's negligence or willful misconduct. Company's maximum liability for any 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 i 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 under any other theory. Customer: City of Port An Signature: Data Base Secure Records Destruction Signature: Print Name: John Lu er, Jr. Title: Title' Signature Date' President Signature Date: 3-1-0-1 Data Base Secure Records DestructIOn Contract 2005 DATA BASE Secure Records Destruction Schedule A City of Port AnQeles Service Information Contact U ton CMC Beck Billin Information Address 321 East Fifth Street P.O. Box 1150 Port An eles, WA 98362-0217 Pricing Information Pricing Terms W A Pricinq From February 15, 2007 To Expiration of State of Service Frequency Schedule Service Bin Information Number of Bins Bin Type Unit Price for each Service Bin Fee(s) 4 64 gallon $9.75 4 Executive Consoles $8.50 $ $ $ $ Other Services Information Service T e Pur e Services Off-Site Service Unit Price for Service $9.75 $1.00 per ound ?J1~f, ~~n~~J Customer Signature ~s!}j :z-t, )7 Date / I 3-1-01 Date Data Base Secure Records DestructIOn Schedule A Apnl 2005 10 Services to be furmshed Company will provide services for the destruction of records ("Services") described on Schedule A attached hereto and made a part hereof Company will furnish a certificate of destruction to Customer, upon request by Customer The Services may, at Customer's option and as indicated on Schedule A, be performed as part of a regular schedule or pursuant to specific directions which Customer shall give Company from time to time Customer may also request additional Services not set forth on Schedule A, In which case Company Will consult with Customer as to the terms and conditions of such additional Services Services by Third Parties Company may procure the services of any responsible third party to perform all or part of the Services, Insofar as said third party complies with all standards and procedures required of Company by Customer Company Will remain liable for all Services performed for Customer Company Will record all custody transfers andlor the use of any subcontractor to render contracted Services to Customer and upon request by Customer, Company Will disclose to Customer the Identities of any subcontractors Rlgl1t to Rely on Instructions Company may act In reliance upon any instruction, Instrument, or signature reasonably believed by Company to be genuine, and may assume that any of Customer's employees or any employee of Customer's affiliates or SubSidiaries, or any other person In possession of Customer's records, giving any wntten notice, request, or Instruction has the authonty to do so Compliance with Contracts, Laws and Regulations Customer shall be responSible for, and warrant compliance with, all contractual restnctlons and all applicable laws, rules and regulations, including but not limited to environmental laws and contractual restnctlons and laws governing the confidentiality, retention and diSposition of Information contained In any matenals delivered to Company Company shall comply with applicable laws, statutes, regulations and ordinances Cooperation and ASSistance Customer shall cooperate with Company with regard to the performance of the Services Customer shall proVide Company such information, data, access to premises, management deCISions and approvals as may be reasonable to permit Company to perform the Services hereunder Hazardous Substances Customer shall not deliver to Company any matenal conSidered tOXIC or dangerous or which IS regulated under any federal or state law or regulation relating to hazardous matenals, including regulated waste and blo-hazard In the event Customer nevertheless delivers to Company any such matenal, Customer shall arrange to appropnately, safely and legally assume custody of such hazardous matenals at ItS expense, and further to indemnify Company from any property damage or personal Injury resulting from or related to such delivery Performance of Services All Services performed by Company Will be In a profeSSional manner consistent With Industry standards and practices Matenal Descnptlons itemized lists or descnptlons of contents of matenals submitted by Customer to Company shall be generally conSidered for recordkeeplng, reconCiliation, and reference purposes only, and are not to be conSidered proof that said matenals contained on such lists and descnptlons are In fact the matenals accepted Upon request by Customer, Company Will validate the contents of matenals submitted by Customer under special terms and fees Negotiable Instruments Customer agrees to make Company aware In wntlng and In advance of any Instance In which negotiable Instruments, including but not limited to checks, bearer bonds, travelers checks, or coupons Will be sent to a Single faCility or picked up In a Single pickup, where the total combined amount of said Instruments Will be In excess of $ BinS Company bins shall not be used by Customer for the disposal of matenals other than wastepaper matenal, microfilm, fiche, and magnetic recording media unless approved In wntlng by Company pnor to collection In no event shall Company bins be used by Customer for the disposal of any hazardous or tOXIC matenals, or metal solids, or other matenals that could damage or contaminate Company binS or shredding equipment Customer shall maintain Company binS In a secure location and exercise reasonable care to aVOid theft, vandalism, or other damage or loss to binS Customer shall pay to Company the cost to replace any of Company binS that are damaged due to Customer failure to exerclpe reasonable care to maintain them Company shall, at all times, retain title to and all nghts to possessIOn of the binS Company may remove the binS, along With any matenal contained therein, upon termination of thiS Agreement Company shall assume title to and all nghts to possession of the matenal received from Customer (other than hazardoUs materials as deSCribed In Section 6 above) follOWing ItS destruction, Including, but not limited to, the nght to recycle such matenal I Charges. All standard charges for Services under thiS Agreement shall be as speCified on Schedule A The pnces set forth In Schedule A shall remain In effect for the [first twelve (12) months of thiS Agreement] [current calendar year] Thereafter, pnce adjustments shall be made only after thirty (30) days' pnor wntten notice by Company to Customer For any Service requested by Customer that IS not listed on Schedule A, the charges Will be as agreed to In wntlng by Customer and Company pnor to the rendenng of such Servlde InVOices shall be due and payable Within thirty (30) days from the date of the applicable invOice Amounts due and not paid Within thirty (30) days after the InVOice date shall be'ar Interest at the rate of eighteen percent (18%) per annum, and Will result In a late fee In the amount of five percent (5%) of the delinquent amount, which Interest and late fee Will be paid by Customer upon demand by Company Confidentiality "Confidential Information" means any information relating to Customer's property, bUSiness and affairs, other than Information that (I) was known to Company prior to receipt of the same from Customer, (II) was made available to Company by a third party free of any obligation to keep It confidential, or (III) IS In the publiC domain other than as' a result of a Violation of thiS Agreement by Company Confidential Information shall be held In confidence by Company and shall be used only for the purposes proVided In tt-lis Agreement, except that Company may also disclose Confidential Information (I) to ItS auditors, accountants, counsel and regulators to the extent reasonably necessary to enable them to perform their customary duties or actiVities relating to Company, (II) to comply With any CIVil, cnmlnal or regulatory investigation or subpoena or summons Issued by a federal, state or local authonty, and (III) to respond to JudiCial process Customer shall pay Company's reasonable costs for such compliance or response InvolVing any inVestigation, summons, complaint or JudiCial process relating to Company Term ThiS Agreement shall commence on the Effective Date set forth above and, unless otherwise terminated In accordance With Section 14, shall continue In effect for one year, With automatic renewals for successive one-year terms, unless wntten notice of non renewal IS delivered by either party to the other not less than ninety (90) days pnor to the date of eXpiration of such term ' Termination Either party may terminate thiS Agreement If the other IS In matenal or repeated breach of any of ItS obligations hereunder and the breaching party has not cured t~e breach Within sixty (60) days after wntten notice from the non breaching party Notwithstanding the foregOing, Company may terminate thiS Agreement If Customer falls to pay a~y amount payable hereunder when due and Customer has not paid such amount Within five (5) days after wntten notice from Company In the event of any termination pursuant to thiS Section 14, 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 retneve) all Company bins and other property kept at Customer's Site, and Company shall have no obligation to prOVide further Services to Customer Time for Presenting Claims Customer shall present any claim With respect to any Service In wntlng to Company Within a reasonable time, and In any event Within three (3) months after the occurrence of the event on which the claim IS based Any claim not brought by Customer Within such time shall be barred Arbitration Any claim, controversy, or dispute anslng out of or relating to thiS Agreement, or any interpretation or breach of thiS Agreement or performance under thiS Agreement, Including Without limitation any dispute concerning the scope of thiS Section 16, shall be resolved by submiSSion to final, binding and nonappealable arbitration, Without any nght by either party to tnal de novo In any court Such arbitration and all pre-heanng, heanng, and post-heanng arbitration procedures, including for discovery, disclosure of arbitrator's Interests, and challenge of deSignation of any arbitrator, shall be conducted under the CommerCial Arbitration Rules of the Amencan Arbitration ASSOCiation A Single arbitrator shall be selected by the Amencan Arbitration ASSOCiation Ownership Warranty Customer warrants that It IS the owner, legal custodian or otherwise has the nght to deliver for destruction all matenals Customer proVides Company hereunder Customer agrees to indemnify, defend and hold Company harmless against any and all losses, damages, claims, and costs (including attorneys' fees) anslng from the actual or alleged Inaccuracy of the foregOing warranty Notices All notices and other communications called for or reqUired by thiS Agreement shall be In wntlng and shall be addressed to the other party at ItS address stated In the first paragraph of thiS Agreement or to such other address as shall be deSignated by such other party In a notice Communications hereunder shall be deemed to have been received (I) upon delivery In person, (II) three (3) bUSiness days after mailing It by U S certified mall, return receipt requested and postage prepaid, (III) actual delivery after depOSiting It With a commerCial overnight carner which prOVides wntten venflcatlon of delivery or (IV) upon transmittal by faCSimile prOVided that a copy of such notice IS concurrently sent by US certified m8l1, return receipt requested and postage prepaid, With an Indication that the onglnal was sent by faCSimile and the date of Its transmittal Binding Nature and ASSignment ThiS Agreement shall be binding on the parties and their respective successors and assigns Except as permitted by Section 2 above, neither party may assign thiS Agreement, except to an indiVidual or entity which acqUires substantially all of the assets of such party No assignment Will relieve the assigning party from any of ItS obligations under thiS Agreement Force Majeure Each party shall be excused from any delay or failure In performance under thiS Agreement for any penod If and to the extent that such delay or failure IS caused by acts of God, governmental actions, labor unrest, flOtS, unusual traffiC delays or other causes beyond ItS control RelatIonship of Parties Company IS acting as an Independent contractor hereunder and has the sole nght and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Company under thiS Agreement Entire Agreement ThiS Agreement, together With the documents titled "Gramm-Leach-BIJley Act Agreement" and "BUSiness ASSOCiate's Agreement," If the same have bee~ executed by the parties contemporaneously hereWith, constitutes the entire agreement between Company and Customer With respect to the subject matter of thiS Agreement N6 change, waiver, or discharge of thiS Agreement shall be valid unless In wntlng and executed by the party against whom such change, waiver, or discharge IS sought to be enforced Except as proVided In Section 3, thiS Agreement may be amended only by an amendment In wntlng Signed by Customer and Company I InvalidIty If any proVISion of thiS Agreement IS determined to be Invalid and unenforceable, then such prOVISion shall automalically be adjusted to the minimum extent necessary to make such prOVISion valid and enforceable at such time and as so adjusted shall be deemed a provIsion of thiS Agreement as though onglnally Included herein In the event that such proVISion 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 full force and effect Exclusivity Customer agrees to retain Company on an exclUSive baSIS at all faCilities covered by thiS Agreement for the term of thiS Agreement, including all renewals Attorney's Fees If any arbitration or other proceeding IS brought by either party to enforce or Interpret any term or proVISion of thiS Agreement, the prevailing party In such proceeding shall be entitled to recover, In addition to all other relief as set forth In thiS Agreement, such party's reasonable attorneys' and experts' fees and expenses at all levels of proceedings and on appeal Including inCidental and c1encal costs of such proceeding (such as cOPYing, filing, telegraphlcs, and services prOVided by legal assistants and case clerks) 2 3 4 5 6 7 8 9 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 "" 26 Govermng Law This Agreement shall be governed and construed In accordance with the laws of the State of Washington without regard to the applicability of choice of law pnnclples