Loading...
HomeMy WebLinkAboutC2009-296 - 8/12/2009 - NALone Star Shredding & Document Storage ~~iC~~VED Confidential Document Destruction Agree emus ~ o ~r.~,;a c~~r ~c~E~~~~l a~~~c~ This confidential Document Destruction Agreement ~"Agreerrient"} is entered into as o is , , ~~~ ~"Effective Date"} by and between Lone Star Shredding Docut~ent Storage having ~ pia of business at l 817 S. Alameda St~, corpus Christi TX '1844 ~"arr~pany„} and City Secre~~r~'s dice, City of corpus ~~risti ~Z~~ Leopard ~St, C'arp~s Cris~i, T~ 78~0~ ~"Customer"}. 1, ~~R~II~E 1.1 Services to be Furnished. Company will provide the services for the secure destruction of records ~"Services"} described on Exhibit A attached hereto and made a part hereof. Company will furnish a certificate of Destruction to Customer, as a part of each customer invoice. The Services may, at Custatner's option and as indicated on Exhibit A, be performed as part of a regular schedule or pursuant to specific directions which ustoruer shall give Company from time to trine. Customer may also request custom Services not set Earth on Exhibit A, in which case Company gill consult with Customer as to the terms and conditions of the Services requested. 1.2 Services to Affiliates and Subsidiaries. Customer's related, affiliated and subsidiary companies ~rncludtn subsidiaries of affiliates} may acquire Services pursuant to this Agreement. Any such acquisition of Services will be evidenced by an order executed by an authorized representative of the applicable affiliate or subsidiary in its own corporate name and referencing this Agreement. Invoices for such Services shall be directed to and be payable by such affiliate or subsidiary. 1. services by Third Parties. Company rrzay not procure the services of any third party to perform all or part of the Services without prior written approval of City Secretary, any third party must comply with all security standards and procedures required of Company by customer, and further that Bald third party shall accept in writing the fiduciary responsibility requisite of the transfer of custody. Company will remain liable for all Services performed for ustamer. Company wall retard all custody transfers andlar the use of any subcontractor to render contracted services to the Customer, and male Customer aware of any use of any subcontractor, including their identity. 2. I~EPI~N IBILITIE ~,1 Ri ht to Rel an Instructions, Company tray act ii1 reliance upon any instruction, instrument, ar signature reasonably believed by Company to be genuine, and of contract Administrator pity Secretary or Asst. City Secretary}. 2.2 Corn fiance with antracts Laws and Re orations. ustorrier shall be responsible for, and warrant compliance with, all contractual restrictions and all applicable laws, rules and regulations, including but not limited to environmental laws and contractual restrictions and laws governing the confidentiality, retention and disposition of information contained in any materials delivered to Company, company shall comply with applicable laws, statutes, regulations and ordinances. 2,~ boo eratian and Assistance, ustamer sha11 cooperate with company with regard to the performance of the Services, subject to normal security requirements and in a manner that is not unnecessarily disruptive to Custr~mer'~ hl~~in~~~ nn~r~r~nns, by providing to ampany such information, data, access to premises, ~009~~d ~provals as may be reasonable to permit company to perform the Services ~8~1~1a9 Lane Star Shredding INDEXED 2.4 Hazardous ubstances~ Customer shall not deliver to Company any material considered toxic ar dangerous ar which is regulated under any federal ar state law ar regulat~an relating to hazardous materials. In the event of the accidental or negligent custodial transfer of hazardous or regulated waste, including biohazard, Customer agrees to arrange to appropriately, safely and legally assurr~e custody of such hazardous materials at their expense, And further to indemnify the Company from any property damage or personal injury resulting from such transfer of material. ~. Perfar~nance of services. All services performed by Can~pany wi11 be in a professional manner in accordance with NAID standards and practices, ~,~ IVlaterial Descriptions: Itemized lists or descriptions of contents of materials submitted by the Customer to the Company shall be generally considered for recardkeeping, reconciliation, and reference purposes only, and are not to considered proof that said documents contained an such lists and descriptions are in feat contained in the materials accepted. Company wlll make provlsian for valtdat~an of such document contents in advance and under special terms and fens at the request of the Customer, 2.7 Negotiable Iterns~ 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 wi11 be sent to a single facility in a single service ~rhere the total combined amount of said instruments wi11 be in excess of 10a,~aa. FEES AND PA~IV~NT - A11 standard charges far services under this Agreement shall be as specified an Exhibit A. The prices set Earth in Exhibit A shall remain in effect far the first twelve ~ 1 ~} months of this Agreement. Thereafter, price adjustments shall be made only after thirty ~3~} days' prior written notice. Far any service requested by Customer that is not listed on Exhibit A, the charges wi11 be as agreed to in v~riting by Customer and Company prior to the rendering of such Service. Invoices shall be due and payable within thirty ~3~} days from receipt of the applicable invoice. At~ounts due and not pall within thirty X30} days after Custarr~er's receipt of the invoice shall bear interest at the rate of one and one~quarter per cent ~ 1.25} per month, 4, ~NFID~NTIALITY - "Confidential Information" means any information relating to Customer's property, business and affairs. Company shall use the same degree of care to safeguard your Confidential Information as it uses to safeguard its awn, However, Company may comply with any subpoena ar similar order related to materials delivered to Company; provided that it shall, unless prohibited by law, notify Customer promptly of any such subpoena or notice. Custarner shall pay Company's reasonable casts for such compliance, 5. TERM AND TERMINATII~N 5.I Term, This Agreement shall commence on the Effective Date set Earth above and, unless otherwise terrn~nated 1n accordance with ectian 5.2, shall continue in effect for one year, wry automatic renev~al far successive oneTyear terms, unless written notice of nonrenewal is delivered by either party to the other not less than ninety ~9a} days prior to the date of expiration of such term. 5,2~ Termination. Either party may terminate this Agreerrient if the other is in material or repeated breach of any of its obligations hereunder and the breaching party has not cured the breach within sixty ~a} days after written notice from the nonbreaching party, Additionally, customer may terminate this Agreement at any tune without cause upon ~rritten native to Company of X15} fifteen days. In the event of any such termination, all amounts due for Services rendered up to the effective date of termination shall become due and payable. Upon termination, Customer sha11 return for permit Company to retrieve} all Company bins and other property kept at Custarrrer's site, and Company shall have no obligation to provide further services to Customer. 7, LIABILITY AND WARRANTY 7.~ Ownership warranty, ustorrler warranty that it is the owner, legal custodian or otherwise has the sight to deliver for confidential destruction any and all rrzaterials ~ustarner provides company hereunder. . 1VIICELLANEI~U 8.I No,~tice_s, All notices hereunder shall be in writing and addressed to either party at its address set forth above for to such other address as either party nay specify by notice given in accordance with this section}. Notices to company shall be sent to the attention of its general Manager. $.~ Bindin Nature and Assi nment. This Agreement shall be binding on the parties and their respective successors and assigns. Except as permltted ~~ ectlon 1. abave, neither party may assign this Agreerrrent, except to an affiliate, without the prior written consent of the other party, which consent shall not be unreasonably withheld, 8.3 Farce Ma~eure. Each party shall be excused frorr~ any delay or failure in performance under this Agreement far an eriad if and to the extent that such delay or failure is caused by acts of hod, governmental actions, ~p labor unrest, riots unusual traffic delays or other causes beyond its cantrol~ S.4 Relatlonshl~ of Parties. ~ampany 1~ acting as an independent contractor hereunder and has the sole right and obligation to supervise, manage, contract, direct, procure, perform, ar cause to be performed all work to be performed by ampany under this Agreement, 8.~ Entire A regiment. 'This Agreement constitutes the entire agreement between ornpany and ustarner with respect to the subject matter of this Areerrlent~ No change, waiver, or discharge of this Agreement shall be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. Except as provided in ~ectian , this Agreement may 1~e amended only by an amendment in wrlt~ng signed by ustorrier and ampany~ $.~ ~nvalldtt If any provision of this Agreement is declared invalid by any tribunal of competent jurisdiction, then such provision shall automatically be adjusted to the minimum extent necessary to the requirerr~ents for validit as declared at Such time and as so adjusted 5llall be deemed ~ pravision of this Agreement as though ~ . 1 ~ . originally included herein. In the event that the provis~an invalidated is of such a nature that it cannot be so adjusted, the pravision shall be deemed deleted frorrl this Agreement as though such pravision had never been included herein. In either case, the rerrralning prov~slons of this Agreement shall remain 1n effect. 8.7 Exclusivity: customer, pity secretary's office, pity of corpus Christi, agrees to retain company an an exclusive basis at all fac~11t1~S covered by this agreerrtent for the term Of this contract. IN wf'I'NE~ wI~EDF, each of the parties have caused this Agreerr7ent to be executed by its duly authorised representati~re as of the Effective Date first set forth abave. pity secretary's office, pity of or~u~ hri~tx P., Box 27'~ orpu~ ~hri~ti, Tai 7849 Title: ~%+~/1 ~`'1 G v~ G~~,' ~/ Date: ~ l 01-' (~' ,~p~veae+toa~c:~~ ~°~j sa Agu ~r Assistant C ~f~~ for City A~~~~- a; ~~ ~ Long star hred~ing Da~ument ~torge 11'7 . Alameda fit, orpu hri~ti, '~~ '784a4 ~V ~~~~~~~~ _ ~~ B ' } Ir Date. Exhibit "A" Lone Star Shredding & Document Storage City Secretary's Office, City of Corpus Christi ~~ ~~~~~ ~f ~~ ~ ~~~~ ~~~~~ ~~~~ ~~~ ~ ~Si~e Secure Destruction-Four Week Service ~ntervai 95- anon bin char e er service, er container Each $~5 ~~- a~~or~ bin char e er service, er container ~~ch $34 .2- a~~ora biro char e er service, er container ~~ch $Z5 or~so~e char e er service, er container each ~~ services ~=Side - Ors-Ca~~ destruction Service - 50 rniuimurra ,~3 cents e~' ound ~t~er ~r~s~o~ner nay choose to increase or decrease the nurn~er andlor site{s~ of secure containers, customer may choose ~~ alter the service f requency f rom ~non~h~ ~o bi-nton~h~y or weeks , 1~ C~ ~~1~ I~ U 1 ~ 1 L~ T ~~~1 ~ LT 4~L ~~L~~ 1 X71 ~~~lTi LTD, I~N~ID~NTIAL D~UNINT D~TRUTII~N A1~EElVILNT 1, ~NT1~AI~T ADMINISTRATOR The qty Secretary shall be the contract Adr~inis~rator for this Agreement. ~. SERVICES T~ BE PER~~RMED BY PARTIES, A, Lane Star Shredding Document Storage Ltd. {"~ampany„} agrees to provide shredding services as described in attached Agreement, lncludln but not limited to the folla~ring. ~ 1 }Deposit security bins at locations an qty property as directed by the pity Secretary or Assistant pity Secretary to stare iterrzs to be shredded. ~2} Pick up security bins from pity property at least monthly, in accordance v~lth schedule to be provided by company to pity contract Adminlstratar. ~3} Store security bias in secured location at company premises until ready for shredding. Such location is secured with barbed wire fencing and alarm. ~4} Promptly shred documents using 51~ths of an inch strip shredders no later than 7~ hours after pickup during a normal work week, ~5} Provide documentation to confirm destruction in accordance with guidelines of the Texas State L1brary and Archives commission. ,VENUE AND APPLICABLE LAS. The applicable lam for any legal disputes arising out of this Agreement shall b the lave of Texas and such forum and venue far such disputes shall be the appropriate district, county, ar justice court in and for ~Cueces Jaunty, Teas. 4, AI~E1~, i~o waiver of any breach of any term, ar condition of this Agreement, shall be construed to ~raive any subsequent breach of the same. s. INDENINIFICATION. Company must indemni#y and hold City, its officers, employees or agents ("Indemnitees"} harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on account of injury or damage to person or property to the extent any such damage or injury may be incident to, arise out of, or be caused by, or be in any way connected with, either proximately or remotely, wholly or in part, the performance of this Agreement; an act or omission, negligence or misconduct on the part of Company, or any of its agents, servants, contractors, or employees in performance of this Agreement. However, such indemnity shall not apply in the event the City its officers, employees or agen#s cause, thru action or inaction, the incident or conditions #hat led to fhe incident. ~„ INURANE AND DISI~LUSURE DF INTLR~STS ~~R1VI, company agrees to provide insurance in accordance with the attached exhlblt A. eon~plete attached Disclosure of Interest form. company agrees to 7,. N~TI~S, Notices provided shall be in writing and delivered to: n behalf of the pity: pity of opus Christi Attn: pity secretary )'.D, Boy 9277 orpUS hr1S~1, T~ 7S49~~277 ~n behalf of ~on~pany: Lone Star Shredding & Document Storage STD 1 S 17 S. Alameda corpus Christi, Texas ~54~4 S, NFIDENTIALITY. arripany sha11 not disclose any records or information within such records provided for shredding under this Agreement without the prior written permission of the pity 1Vlanager, E~EUTED IN DUFLIATE each of which shall be considered an original, this day of ~ ~ ~ , 209, CITY ~F ~I~RPUS I;~HRISTI `Cig~l R. Ecoba~ pity Niana er D~+~i LANE STAR SIB By: Narn Title Date Approved as to roan: g ~ ~ ~ °~ ~~ Lisa Agui4ar Assistant C+ty orney For City Attorney )DINS D~~UENT ST~RAE, LTD. Exhibit A INURAN~E REQUIREMENT I. company' ~ IN~URANE A. company must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the pity. company must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained, B, orripany must furnish to the pity's Risk Manager, two ~~} copies of certificates of Insurance, showing the following zninimurri average by insurance cornpany~s} acceptable to the pity's Risk Manager. The pity gust be named as an additional insured far the general liability policy, A blanket waiver of subrogation is required on all applicable policies. TYPE ~F INURANE MINI14IUlVI IN~URANE C~VERA~E 3U-Day Notice of cancellation, non-renewal, material Bodily Injury and Property Damage change or termination required an all certificate commercial General Liability including: 5D0,000 COMBINED SIN~L~ LIIVIIT 1, commercial Form 2~ PreI111Se5 Operat10~1S 3. Froductsl ~ampleted Gperation Hazard 4. Cantract~al Liability 5, Brad Form Property Damage b, Independent Contractor AUTONIGBILE LIABI~.ITY~wNED NDN-DwNED $500,000 COMBINED SINGLE LIMIT ~R RENTED WHICH COMPLIES WITH THE TEAS wOR.KES' wORI~ERS' COMPENSATION COMPENSATION ACT AND PARAGRAPH II DF THIS EIIBrT EMPLOYERS' LIABILITY 104,000 In the event of accidents that occurs on pity property of any kind, company wall furnish the Risk Manager with copies o~ all reports of any accidents within ten ~2~} days of any accident. II. ADDITIONAL RE~UIREENT A. company must maintain workers' compensation coverage through a licensed insurance corrlpany in accordance with Texas law. The contract far coverage must be written an a policy with endorsements approved by the Texas Department of Insurance. The coverage rust be amounts sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. B. Certificate of Insurance: ~ The pity of carpus ~hrl~ti must be I]amed as an ddltion~l 1nsuCed Dn the General liability coverage, and a blanket waiver of subrogation is required on all applicable policies. '~ If your insurance company uses the standard ACRD farm, the cancellation clause bottom right} must be emended by adding the warding "changed or" between "be" and "canceled", and deleting the words, "endeavor to", and deleting the warding after "left". In lieu of modlflcat~on of the ACORD farm, separate policy endorsements addressing the same substantive requirements arc mandatary. '~ The name of the project must be listed under "Description of . Qperations ~` At a minimum, a ~~-[~~~ written ~1ot1C~ to the City's Risk Manager of material change, cancellation, non-renewal or termination is required. If the Certificate of Insurance an its face does not show the existence of the coverage required by items 1,B ~ 1 }-~6}, an authorized representative of the insurance company rrlust 1~lclude ~ letter specifically stating whether items ~ .B . ~ 1 }-~~} are included or excluded. ACORD,~ CERTIFICATE OF LIABILITY INSURANCE 05/14/2009 PRODUCER (g56) 399-1353 FAX (956) 399-2185 Smi th-Reagan Insurance Agency P 0 Box 1009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 148 N Sam Houston San Benito, TX 78586 INSURERS AFFORDING COVERAGE NAIC # INSURED Lone Star Shredding & Document Storage INSURER A: Maryland Casualty Company 19356 1970 W Expressway 83 INSURER 6: American States Ins Co of TX 19712 Mercedes, TX 78570 INSURER C: Texas Mutual Insurance Company 0060 INSURER D: INSURER E: rnvco wr±ee v THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' 7YpE OF INSURANCE POLICY NUMBER POLICY EFFECTNE POLICY EXPIRATION LIMITS GENERAL LUIBILITY PPS00711574 03/15/2009 03/15/2010 EACH OCCURRENCE $ 1 ~ 000 ~ OOQ X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ CLAIMS MADE ~ OCCUR MED EXP (Any one person) $ 10 , 000 A PERSONAL & ADV INJURY $ 1, 000 , 000 GENERAL AGGREGATE $ 2 ~ 000 ~ COQ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2 , QOQ , OQQ X POLICY PRO LOC JECT AUT OMOBILE LIABILITY 04BA5010912 04/22/2008 04/22/2009 COMBINED SINGLE LIMIT $ ANY AUTO (Ea accident) 1 ~ 000 ~ 000 ALL OWNED AUTOS BODILY INJURY $ X SCHEDULED AUTOS (Per person) B X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSIUMBRELLALIABILITY PPS00711574 03/15/2009 03/15/2010 EACH OCCURRENCE $ 5,000,000 OCCUR ~ CLAIMS MADE AGGREGATE $ A $ DEDUCTIBLE $ X RETENTION $ 10.00 $ WORKERS COMPENSATION AND TSF0001144717 05/18/2008 05/18/2009 X WCSTATU- OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ 1, OOO , OOO C ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1 , OOO , OOO If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ 1 , 000 , 000 OTHER DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS City of Corpus Christi City Secretary PO Box 9277 Corpus Christi, TX 78469 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INS AUTHORIZED REPRESENTATNE ITS AGENTS OR REPRESENTATNES. d Smi ACORD 25 (2001/08) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08)