Shred-It 4/12/2021 - Laserfiche WebLink

TERMS AND CONDITIONS Stericycle,Inc.,on behalf of itself and its subsidiaries("Shred-it")with offices at 28161 N. Keith Drive, Lake Forest, IL 60045 ("Shred-it"), and City of Everett with offices at 3002 10. Confidentiality. t n Wetmore Ave Everett WA 98201-4018 , ("Customer'), hereby enter into and agree as policies and procedure& Shred-it will keep confidential all CCM and any other confidential provided in this Services Agreement(the"Agreement")dated as of the 25 day of February information provided to Shred-it in connection with this Agreement and will use the same solely 2021 (the"Effective Date). for the purposes provided in this Agreement.As used herein,"confidential information" means any information provided to Shred-it in confidence that relates to Customer's property, business 1. Document Destruction Services. Shred-it will provide containers and related and/or affairs, other than (i) information that is or has become publicly available due to equipment("Equipment")for the collection and storage of Customer's paper and other disclosure by Customer or by a third party having a legal right to make such disclosure and(il) agreed upon materials("CCM").The number of containers will be determined by Shred-it. information previously known to Shred-it free of any obligation to keep it confidential prior to Shred-it will:(i)collect the CCM on a regularly scheduled and mutually agreed basis and receipt of the same from Customer. (ii)destroy the CCM using a mechanical device(the"Destruction Process").(iii)Shred-it will provide Customer with a Certificate of Destruction if requested by Customer.(iv)Shred-it 11. Compliance with Laws and Policies. Each party shall comply with all laws,rules and regulations will recycle or otherwise dispose of the CCM.(v)Customer shall not place in any Equipment applicable to its performance hereunder. any hazardous waste,any material that is highly flammable,explosive,toxic,a biohazard, medical waste,or radioactive,or any material that is illegal or unsafe.Customer shall be 12. Excuse ofPerfomiance. Neither party will be responsible if its performance of any act(s)required liable for and shall indemnify,defend and hold harmless Shred-it and its affiliates from and hereunder(other than the payment of any amounts due)is interrupted or delayed due to any reason against all demands,claims,actions,losses,damages,and expenses,including reasonable beyond its reasonable control attorney fees resulting from the placement of any prohibited materials in any Equipment. (vi)During the Term,Shred-it shall be the exclusive provider of the Services to Customer 13. Equipment Customer shall have the care, custody and control of any Equipment at all of its locations. owned by Shred-it and placed at Customer's premises and accepts responsibility and liability for the Equipment and its contents.Any damage or loss to such Equipment,other 2. Term of this Agreement.(a)The initial term of this Agreement(the"Initial Term"will begin on the than normal wear and tear,will be charged to Customer at full replacement value. Effective Date set forth above and continue for 60 Months.This Agreement will automatically renew for successive terms of the same durdtiun each,an"Extension Term'),unless either parry gives the other party 14. Brokers.Shred-it reserves the right to deal solely with the Customer and not with any at least 60 days'written notice,prior to the renewal date,of its request to terminate this Agreement The third party agents of the Customer for all purposes relating to this Agreement. Customer Initial Term and each Extension Term,if any,are collectively referred to as the'Term".(b)Upon the expiration represents and warrants to Shred-it that it is acting for its own account and not through a or termination of this Agreement Customer shall pay Shred-it all amounts due for services and products broker or agent. Shred-it shall be entitled to terminate this agreement and seek all provided prior to the expiration or termination(and any other amounts due toShred-a,which may include available legal remedies,including but not limited to liquidated damages,in the amount a final pickup fee).(c)Shred-it shall have the right to retrieve its Equipment from Customerwhereverlocated. set forth herein for Customer's breach of this representation and warranty. 3. Pricing. Customer shall pay to Shred-it the service fees set forth on page 1("Service Fees')which 15. Miscellaneous.(a)This Agreement constitutes the entire agreement between the parties relating will be fixed for the 12 Month.of the Initial Term.Thereafter,Shred-it reserves the right in its sole discretion, to the subject matter of this Agreement and supersedes any prior agreements and arrangements between to increase the amount of each Service Fee from time to time.Shred-it will provide notice of any change in the parties.(b)This Agreement may be modified only by a written amendment signed by an authorized the Service Fees to Customer,which notice may be in the form of an invoice.Notwithstanding anything to representative of each party.(c)ThisAgreementshall be binding upon and inure tothe benefit of the parties the contrary,Customer shall pay the Minimum Charge if Customer declines or cancels a scheduled service hereto and their respective successors and permitted assigns,legal representatives and heirs provided, or if Customer's location is closed during a scheduled service.. For services rendered beyond the stated however,that Customer may not assign its rights or delegate its obligations under this Agreement without quantities,the total charge will increase based on the amount of units serviced at the applicable additional the prior written consent of Shred-it(d)Shred-its relationship with Customer is that of an independent container rate,extra material unit rate or the current Shred-it standard list price. contractor,and nothing in this Agreement shall be construed to designate Shred-it as an employee,agent or partner of or ajointventure with Customer.(e)Any dispute arising in connection with or relating to this 4. Payment Terms.Customer shall pay in full each Shred-it invoice within 30 days of the date of such Agreement or between the parties("Disputes')that the parties are unable to resolve informally,such as via invoice.Any invoiced amounts not received by Shred-it within that timeframe will be subject to an interest discussion and negotiation between the parties,shall solely and exclusively be resolved by binding and final charge of 1.5%per month(or the maximum amount allowed by law).Customer shall reimburse Shred-it arbitration before the American Arbitration Association("AAA"),conducted pursuant to the Federal for all costs that it incurs in collecting overdue amounts from Customer.Shred-it may,with notice,suspend Arbitration Act(as the parties acknowledge that the services provided involve interstate commerce).All services until any amounts(plus interest charges and collection fees ifany)are paid.Customer shall Disputes will be determined on an individual basis(and not as a Bass member or in any purported class or also pay all taxes imposed by any governmental authority with respect to the purchase of any services and representative capacity,considered unique as to its facts,and shall not be consolidated in any arbitration or products hereunder,including all sales,use,exdse,occupation,franchise and similar taxes and tax-like fees other proceeding with any claim or controversy of any other party,and the arbitrator artier of fact shall not and charges(but excluding all taxes on Shred-it's net income).Shred-it will cooperate with Customer to preside over any form of representative or class proceeding.The exclusive jurisdiction and forum for determine the applicability of exemption certificates;if any,that Customer provides in a timely manner to resolution of arry Dispute shall be by arbitration,which shall take place in the state where Customer is located Shred-it at the closest AAA office.(f)The failure of either party to insist upon the performance af any provision hereof, 5. Ancillary Charges.Customer agrees to pay ancillary charges according to the then- onto exercise any right granted under any provision hereof,will not be construed as waiving that provision current Schedule of Ancillary Charges at www.shredit.com("Schedule"),which is or any other provision,and the provision will continue in full force and effect(g)No term or condition incorporated by reference as if fully set forth herein and is subject to change from time contained in a Customer purchase order or any other invoice acknowledgment shall be binding upon to time in Shred-it's discretion. Shred-it unless agreed to by Shred-it in writing.(h)Each provision of this Agreement must be interpreted in 6. Fuel,Energy,Environmental,Recycling Recovery and/or Other Surcharge. a way that is valid under applicable law.If any provision is held invalid the rest of the Agreement will remain Customer agrees that(a)Shred-it may,upon notice,at any time and from time to in full force and effect(i)The failure of either party to insist upon the performance of any provision hereof, time,impose and adjust a fuel,environmental,metro,recycling recovery and/or or to exercise any right granted under any provision hereof,will not be construed as waiving that provision other surcharge of any amount for any duration,all in its sole discretion;(b)notice of or any other provision and the provision will continue in full force and effect All waivers must be in writing any surcharge may be in the form of an invoice;and(c)any surcharge may,from and signed by the party waiving its rights( Except as otherwise set forth herein,this Agreement shall be time to time,result in additional profit for Shred-it governed by and construed in accordance with the laws of the State of Illinois,without regard to the conflict of law provisions. 7. Early Termination.In the event that Customer terminates this Agreement prior to the expiration of the Term other than as set forth in Section 8 Customer shall promptly pay Shred-it(a)all unpaid invoices and any late charges thereon and(b)an amount equal to 50%of Customer's average monthly charge multiplied by the number of months(including any partial months)remaining until the expiration date of the Term. 8. Default and Early Termination for Cause.Either party may immediately terminate this Agreement,in whole or in part,upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty(30)days following receipt of written notice of such breach. Documented service or performance deficiencies by Shred-it or nonpayment by Customer of amounts rightfully owed to Shred-it or Customer's failure to comply with Shred-it polices related to the Services shall constitute a material breach. 9. Limitation of Liability. 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 Agreement Shred-it's aggregate liability, if any,arising under this Agreement or the provision of Services to Customer is limited to the amount of the Service Fees received by Shred-it from Customer under the Agreement during the preceding twelve(12) month period prior to the alleged liability.