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HomeMy WebLinkAbout2025-1 Destruciton Executed Quote from ShrediT Stericycle Docusign Envelope ID:43271AA5-4599-4C19-BE51-8BCFBEA802EA St@I'ICyCI@• Shred-It° Shred-it®is a Stericycle solution. Standard Agreement Effective Date 03.21.2025 between Stericycle, INC and CITY OF AUBURN - CITY CLERK located at 25 W MAIN ST, AUBURN, Washington,98001-4916 Contract Entities:(Sold to): Billing Information Customer/Company CITY OF AUBURN-CITY CLERK Billing CITY OF AUBURN-CITY CLERK Name: Contact/Company Name: Address: 25 W MAIN ST Address: Floor/Suite Number: City/State/Zip: AUBURN,Washington,98001-4916 City/State/Zip: Phone: 253-804-5027 Phone: 253-804-5027 Email: jwhalen@auburnlaw.gov Email: jwhalen@auburnlaw.gov Contact: Jason Whalen Contact: Jason Whalen Title: Title: Account Service/Equipmen Pickup Planned Price Increase Renewal Surcharges Information t Name Frequency Units for Date Pick Up SELECT PURGE One Time 1 Each $265.00 N/A N/A N/A Metro Surcharge.$0 Per Stop Account Name SERVICE I OFF-SITE minimum per CITY OF AUBURN- (PAPER) pickup Environmental Surcharge.Per CITY CLERK Index Table Fuel Surcharge.Per Index Table Recycling Recovery Surcharge. Address: Per Index Table 25 W MAIN ST, Recycling Recovery Cap:% AUBURN, Washington,United States,98001-4916 BOX-SMALL One Time 300 Each $9 50 per N/A N/A N/A Metro Surcharge.$0 Per Stop Account Name container CITY OF AUBURN- Minimum include Environmental Surcharge.Per CITY CLERK 10 each Index Table Fuel Surcharge.Per Index Table Recycling Recovery Surcharge. Address: Per Index Table 25 W MAIN ST, Recycling Recovery Cap:% AUBURN, Washington,United States,98001-4916 Docusign Envelope ID:43271AA5-4599-4C19-BE51-8BCFBEA802EA TOTE-LARGE One Time 2 Each $65.00 per N/A N/A N/A Metro Surcharge.$0 Per Stop Account Name (96G/360L) container CITY OF AUBURN- Minimum include Environmental Surcharge.Per CITY CLERK 0 each Index Table Fuel Surcharge.Per Index Table Recycling Recovery Surcharge. Address: Per Index Table 25 W MAIN ST, Recycling Recovery Cap: AUBURN, Washington,United States,98001-4916 Contract Effective Date:03.21.2025 GPO:NONE Service Guarantee:Stericycle guarantees to deliver the highest quality service at all times.Any complaints about the quality of service which have not been resolved in the normal course of business should be communicated to Stericycle by written notice to the Account Care department at the address listed below.If Stericycle fails to resolve any material service complaint within thirty(30)days,the customer may terminate this Agreement provided all equipment is paid for at the then current replacement values or returned to Stericycle in good and usable condition IN WITNESS WHEREOF,this Agreement has been duly executed on the day,month and year written below' The offer will expire 03202026 Stericycle: Customer: Contracting Entity: Stericycle INC. Customer/Company: Name: Orestis Tsalas Name: Jason Whalen Title: i se Title: City Attorney Date: \r(ar 21, 2025 I 2:25 PM CDT Date: \filar 21, 2025 2:23 PM CDT ,—Signed by: (—Signed by: 01.601.4, 7;044, jtLSOLA, UJIA,aLu Signature: Signature: '0D6DF5066729480. '-12528F2355C848B By signing above,I acknowledge that I am the Customer's authorized officer or agent and that I have the authority to bind Customer to this Agreement.Customer agrees to be bound by these terms and conditions.Stericycle,INC.2355 Waukegan Road,Bannockburn,IL 60015 P(866)783-7422. F(866)783-7432 Docusign Envelope ID:43271AA5-4599-4C19-BE51-8BCFBEA802EA TERMS AND CONDITIONS notice of such breach.Documented service or performance deficiencies by Stericyde or 1.Introduction nonpayment by Customer of amounts rightfully owed to Stericyde or Customer's failure to comply with Stericycle polices related to the Services shall constitute a material breach. Stericyde,Inc.,a Delaware corporation,on behaff of itself and its subsidiaries,with offices at 2355 Waukegan Road,Bannockburn,IL 60015(collectively,Stericyde),and CITY OF AUBURN-CITY CLERK with offices at 25 W MAIN STAUBURN,Washington,United States,98001-4916(Customer),hereby enter into and agree as provided in this Services 8.Limitation of Liability; Disclaimer of Warranties Agreement(the Agreement)dated 03 21,2025(the Effective Date). In no event shall either party be liable for any indirect,exemplary,punitive,special, incidental or consequential damages,or lost profits,lost revenue,lost business opportunities or the cost of substitute items or services under or in connection with this 2.Services Agreement.Stericyde's aggregate liability,ifany,arising under this Agreement or the provision of Services to Customer is limited to the amount of the Service Fees received Stericyde will provide containers and related equipment("Equipment')for the collection by Stericyde from Customer under the Agreement. and storage of Customer's paper and other agreed upon materials("CCM").The number of containers will be determined by Stericyde.Stencyde w ll:(i)collect the CCM on a regularly scheduled and mutually agreed basis,(ii)destroy the CCM using a mechanical device(the"Destruction Process"),(iii)provide Customer with a Certificate of Destruction 9.Indemnification if requested by Customer,and(iv)recyde or otherwise dispose of the CCM.Customer Stericyde shall indemnify and hold Customer harmless from any liabilities arising from shall not place in any Equipment any hazardous waste,any material that is highly the gross negligence or willful misconduct of Stericyde in the performance of its flammable,explosive,toxic,a biohazard,medical waste,or radioactive,or any material obligations under this Agreement.Customer shall indemnify and hold harmless that is illegal or unsafe("Prohibited Materials").Customer shall be liable for damages Stericyde from any liabilities arising from the gross negligence or willful misconduct of resulting from the placement of any Prohibited Materials in any Equipment Customer,which shall indude,but not be limited to,the placement of Prohibited Materials in the Equipment 3.Terms of this Agreement; Renewal The term of this Agreement will begin on the Effective Date and continue for sixty days. 10.Compliance Materials To the extent that Stericyde provides Customer with electronic or printed materials (Compliance Materials),it provides these subject to a limited license to Customer to use Compliance Materials for its own,non-commercial use.Stericyde may revoke this license at any time.Customer may not copy or distribute Compliance Materials or use or 4.Pricing republish Compliance Materials for or to any third party or audience.Customer agrees to Customer shall pay to Stericyde the service fees and surcharges as set forth on page 1 return all Compliance Materials to Stericyde at Customer's expense at the expiration or (collectively"Service Fees").Stericyde reserves the right,in its sole discretion,to increase termination of this Agreement.Stericyde may charge Customer a fee for failure to return the amount of each Service Fee or adjust or add a surcharge from time to Compliance Materials. time.Stericyde will provide notice of any new surcharges to Customer,which notice may be induded on an invoice.Notwithstanding any provision to the contrary,Customer shall pay the Minimum Chargeiif Customer dedines or cancels a scheduled service or if Customer's location is dosed during a scheduled service.For services rendered beyond 11.Confidentiality the stated quantities,the total charge will increase based on the amount of units serviced Customer agrees to not disclose to any third parties Stericyde pricing,policies and at the applicable additional container rate,extra material unit rate or the current Stericyde procedures.Stericyde will keep confidential all Customer confidential information standard list price.Customer agrees to pay ancillary charges according to the then- provided to Stericyde in connedion with this Agreement and will use the same solely for current Schedule of Ancillary Charges atwww.shredit.com("Schedule"),which is the purposes provided in this Agreement.As used herein,confidential information means incorporated by reference as ff fully set forth herein and is subject to change from time to any information provided to Stericyde in confidence that relates to Customer's property, time in Stericyde's discretion. business and/or affairs,other than(i)information that is or has become publicly available due to disdosure by Customer or by a third party having a legal right to make such disdosure and(ii)information previously known to Stericyde free of any obligation to keep it confidential prior to receipt of the same from Customer. 5.Payment Terms; Billing Stericyde shall submit invoices to Customer in accordance with Stericyde's standard billing process.Customer shall pay in full each Stericyde invoice within Net 10 days of the date of such invoice.Any invoiced amounts not received by Stericyde within that 12.Compliance with Laws and Policies timeframe will be subject to a late fee of 1.5%per month on the past due balance(or the Each party shall comply with all laws,rules and regulations,induding anti-corruption and maximum amount allowed by law).Customer shall reimburse Stericyde for all costs that economic and trade sanctions laws,applicable to its performance hereunder. it incurs in collecting overdue amounts from Customer.All payments must be in immediately available U.S,funds.Customer shall be responsible for any and all applicable taxes.Notwithstanding anything to the contrary,Customer shall pay the Minimum Charge if Customer dedines or cancels the Services after Stericyde has arrived at Customer's location on the scheduled shredding date. 13.Excuse of Performance In the event either party is prevented,hindered or delayed from the performance of any 6.Early Termination act required hereunder(other than the payment of any amounts due)by reason of acts of God,acts of war or terrorism,labor difficulties or civil unrest,legal process,failure of In the event that Customer terminates this Agreement prior to the expiration of the Term power or any other similar reason not directly the fault of such party,or by reason of the other than as set forth in Section 7 Customer shall promptly pay Stericyde all unpaid other party or its agents,then performance of such act shall be excused for the period of invoices and any late charges thereon. delay and the period for the performance of any such act shall be extended fora period equivalent to the period of such delay. 7.Default&Termination for Cause Either party may immediately terminate this Agreement,in whole or in part,upon written 14. Equipment notice to the other party if the other party breaches any material provision of this Customer shall have the care,custody and control of any containers and other Agreement and fails to cure such breach within thirty(30)days following receipt of written equipment owned by Stercyce and placed at Customer's premises(Equipment)and Docusign Envelope ID:43271AA5-4599-4C19-BE51-8BCFBEA802EA accepts responsibility and liability for the Equipment and its contents.Any damage or loss 19.Assignment to such Equipment,other than normal wear and tear,will be charged to Customer at full This Agreement shall be binding upon and inure to the benefit of the parties hereto and replacement value.However,in no event shall Customer be liable or responsible for their respective successors and permitted assigns,legal representatives and heirs; damage to the Equipment to the extent caused by the acts or omissions,negligent or provided,however,that Customer may not assign its rights or delegate its obligations otherwise,of Stericyde,its employees and/or agents. under this Agreement without the prior written consent of Stericyde. 20.Independent Contractor 15. Exclusivity Stericycle's relationship with Customer is that of an independent contractor,and nothing INTENTIONALLY OMITTED in this Agreement shall be construed to designate Stericyde as an employee,agent or partner of or a joint venture with Customer. 16. Brokers Stericyde reserves the right to deal solely with the Customer and not with any third party 21.Notices;Counterparts agents of the Customer for all purposes relating to this Agreement.Customer represents (a)All required notices,or those which the parties may desire to give under this and warrants to Stericyde that it is acting for its own account and not through a broker or Agreement shall be in writing and sent to the Customer's address set forth on the first agent.Stericyde shall be entitled to terminate this agreement and seek all available legal page of this Agreement,and in the case of Stericyde,to the Stericyde legal Department remedies,induding but not limited to liquidated damages,in the amount set forth herein at 2355 Waukegan Road,Bannockburn,IL 60015,Attn:Legal Department.Notices for Customer's breach of this representation and warranty. shall be effective when received.(b)This Agreement may be executed in one or more counterparts,each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument A copy,facsimile or electronic document of this Agreement shall be as effective as an original. 17.Entire Agreement; Purchase Orders This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any prior agreements and arrangements between the parties.No term or condition contained in a Customer 22.Governing Laws&Dispute Resolution purchase order or any other invoice acknowledgment shall be binding upon Stericyde Except as otherwise set forth herein,this Agreement shall be governed by and construed unless agreed to by Stericyde in writing. in accordance with the laws of the State of Illinois,without regard to the conflict of law provisions.Any dispute arising in connection with or relating to this Agreement or between the parties(Disputes)that the parties are unable to resolve informally,such as 18.Amendment and Waiver;Saving Clause;Survival via discussion and negotiation between the parties,shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association Changes in the types,size and amount of equipment and the frequency of service may (AAA),conducted pursuant to the Federal Arbitration Act(as the parties acknowledge be mutually agreed to in writing by the parties,without affecting the validity of this that the services provided involve interstate commerce).AJI Disputes will be determined Agreement All other amendments to this Agreement shall be effected only by a written on an individual basis(and not as a dass member or in any purported dass or instrument executed by the parties. No waiver shall be effective unless submitted in representative capacity,considered unique as to its facts,and shall not be consolidated in writing by the party granting such waiver.No waiver of any provision of this Agreement any arbitration or other proceeding with any daim or controversy of any other party,and shall be deemed a waiver of any other provision of this Agreement and no waiver of any the arbitrator or trier of fact shall not preside over any form of representative or dass breach or duty under this Agreement shall be deemed a waiver of any other breach or proceeding.The exdusive jurisdiction and forum for resolution of any Dispute shall be by later instances of the same duty. arbitration,which shall take place in the state where Customer is located at the closest AAA office. Docusign Envelope ID:43271AA5-4599-4C19-BE51-8BCFBEA802EA Attachments Attachment: Service Compliance SELECT PURGE SERVICE I OFF-SITE(PAPER) BOX-SMALL TOTE-LARGE(96G/360L) docusign. Certificate Of Completion Envelope Id:43271AA5-4599-4C19-BE51-8BCFBEA802EA Status:Completed Subject: Documents for your DocuSign Signature Source Envelope: Document Pages:5 Signatures:2 Envelope Originator: Certificate Pages:2 Initials:0 Orestis Tsalas AutoNav: Enabled 2355 Waukegan Road Envelopeld Stamping: Enabled Bannockburn, IL 60062 Time Zone: (UTC-06:00)Central Time(US&Canada) orestis.tsalas@stericycle.com IP Address: 155.226.129.249 Record Tracking Status:Original Holder:Orestis Tsalas Location: DocuSign 3/21/2025 12:25:17 PM orestis.tsalas@stericycle.com Signer Events Signature Timestamp Jason Whalen c-Signedby- Sent:3/21/2025 12:25:18 PM jwhalen@auburnwa.gov iaSOIA, atutt,t,iA, Resent:3/21/2025 12:27:29 PM �12528F2355C848B City Attorney Viewed:3/21/2025 2:22:40 PM Security Level: Email,Account Authentication Signed:3/21/2025 2:23:06 PM (None) Signature Adoption: Pre-selected Style Using IP Address:38.45.133.130 Electronic Record and Signature Disclosure: Not Offered via Docusign Orestis Tsalas cSignedby Sent:3/21/2025 2:23:07 PM orestis.tsalas@stericycle.com ae�fA T"`40 Viewed:3/21/2025 2:25:13 PM �0D6DF50B6729480 ise Signed:3/21/2025 2:25:19 PM Security Level: Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 149.75.162.35 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Katie Sorum � Sent:3/21/2025 2:25:20 PM ksorum@auburnwa.gov ED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/21/2025 12:25:19 PM Envelope Updated Security Checked 3/21/2025 12:27:27 PM Envelope Updated Security Checked 3/21/2025 12:29:17 PM Certified Delivered Security Checked 3/21/2025 2:25:13 PM Signing Complete Security Checked 3/21/2025 2:25:19 PM Completed Security Checked 3/21/2025 2:25:20 PM Payment Events Status Timestamps