HomeMy WebLinkAboutCorodata Shredding, Inc. - 2016-01-12 (2)Shredding Client Agreement
Account Name Huntington Beach Police Dept Service Contact Mark Canas
Service Address 2000 Main Street
Seance City
Billing Contact
Huntington Beach
Marilu Canas
Service Email
State CA Zip
Service Phone 714-536-5656
mcanas@hbpd org
92648
Billing Email mcanas@hbpd org Billing Phone 714-536-5656
Billing Address (if different)
SAME
(❑ Check here if multiple locations with list attached)
Billing City
SAME
State zip
Schedule A Pricing
(❑ Check here if separate Schedule A pricing
is attached)
Service Type
❑ Onsite Required
❑ Not Required
Minimum Charge $49 00 Frequency Every 2 weeks
Equipment Type
36" Console
64 Gal Bin
95 Gal Bin
Qty
28
4
2
Cost Per
$10 00
$12 00
$14 00
Other
This Agreement for Services -('AgreementI made 1 /12/16 is by and between Corodata Shredding, Inc ("Corodata") and
The Huntington Beach Police QP&nt")
1) Corodata agrees to provide the following services
• As necessary, provide equipment to CLIENT for the storage of materials to be shredded by Corodata
• Pick up materials at designated CLIENT location with minimal or no disruption to CLIENT's operations
• Provide secured destruction of materials at client site (if Onsite service required) or provide secure transportation of materials to the location
providing shredding
• Provide a Certificate of Destruction upon CLIENTS request
2) Rates for services to be provided by Corodata under this Agreement are set forth above or listed on Schedule A Billing will be on a monthly basis
Payment is due and payable upon receipt of the invoice and no later than 30 days of the date of the invoice Any Corodata equipment in possession of
CLIENT that is not serviced within a thirty (30) day period, unless specifically scheduled otherwise per the frequency listed on the Schedule A, will be
subject to a $5 rental fee
3) Corodata shall not be responsible or liable in any manner whatsoever for the release or loss of any materials provided to Corodata for secure
destruction, or any damages to CLIENT as a result of any release or loss, unless such release or loss is due to Corodata's gross negligence In no
event shall Corodata be liable for any release or loss or any delay or failure in its performance of Services caused by circumstances beyond the control
of Corodata
4) CLIENT warrants that it is the owner, legal custodian or otherwise has the right to deliver for destruction any and all materials CLIENT provides
Corodata hereunder CLIENT shall reimburse Corodata for any expenses reasonably incurred by Corodata (including reasonable legal fees and costs)
by reason of Corodata complying with its obligations under this Agreement to destroy such materials in the event of a dispute or claim concerning the
destruction of the materials provided by CLIENT to Corodata
5) Corodata shall use the same degree of care to safeguard CLIENT's Confidential Information as Corodata uses to safeguard its own confidential
information
6) By executing this Agreement, CLIENT acknowledges and agrees that he/shefit has read, understands and agrees to be bound by the terms
and conditions set forth in this Agreement including, but not limited to, those terms and conditions set forth on the reverse side and in any
attached schedules or addenda
7) Any individual signing this Agreement on behalf of any corporation, partnership, trust or other entity hereby represents that he or she has full authority
to do so, has received all required consents, and that his or her signature is the only signature required to bind the entity on whose behal�his
Agreement is entered into CLIENT hereby agrees that it, and its employees, agents and contractors, shall observe and comply withlall,procedures and
rules of Corodata and shall cooperate with the employees, agents and contractors of Corodata, as necessary, to ensure the smoo I� operation of
Corodata's business r
Client Signature Corodata Signature
Client Name 7" N�¢'� Corodata Name Michelle DeValera
Dv �� �a° cGr / t APPROVED AS TO0FPtR 1 Director of Operations
Client Title I
Date /Az115— D 1/11/16
Gates, City Attomey
Terms and Conditions
1 SERVICES Corodala will provide shredding services ( Services ) to CLIENT which are expressly limited to shredding the materials provided to Corodala by CLIENT and accepted by Corodala
("Shred Materials ) CLIENT acknowledges that Corodala may dispose of the Shred Malenals by shredding puncturing incinerating or any other means that is generally accepted in the industry for
disposing of similar material References herein to 'shredding shall be understood to include all such methods of disposal In accordance with generally accepted industry standards end practices
CLIENT acknowledges that CLIENT s Shred Materials may be commingled with shred materials of others prior to shredding and that CLIENT s Shred Materials may be recycled after they are shredded
CLIENT agrees that there are no implied services to be provided hereunder and there are no intended thud party beneficiaries of the Services Corodala will provide Services for the secure shredding
destruction of the Shred Materials in a professional manner in accordance with the Agreement and as described on Schedule A attached hereto and incorporated herein Corodata will furnish a Certificate
of Destruction upon CLIENT s request The Services may at CLIENT s option and as indicated on Schedule A be performed as part of a regular schedule or pursuant to specific di recbons from CLIENT
CLIENT may also request custom Services not set forth on the current Schedule A in which case Corodala will consult with CLIENT as to the terms and condibons of the Services requested Bins
provided to CLIENT shall remain the property of Corodala at all brines
2 ACCEPTANCE AND INSTRUCTION In the absence of a separate executed contract the act of providing materials to Corodala for destruction constitutes CLIENT S acceptance of the terms
conditions and rates contained in this Agreement and applicable Schedule As Corodata may act in reliance upon any instruction instrument or signature reasonably believed by Corodata to be genuine
and may assume that any of CLIENT s employees giving any notice request or instrucbon has the authority to do so
3 SERVICES BY THIRD PARTIES Corodala shall be entitled to procure the services of any thud party in Its reasonable discretion to perform all or part of the Services and CLIENT hereby consents to
Corodala s use of any such thud party and agrees that all of the terms of this Agreement apply to the services provided by any such thud party Such thud parties may include companies that are owned
by that own or that are under common control or ownership with Corodala ('Corodala Affiliates")
4 COMPLIANCE WITH CONTRACTS, LAWS AND REGULATIONS CLIENT shall be responsible for and warrant compliance with all contractual restncbons and all applicable laws rules and
regulabons including but not limited to environmental laws and contractual restncbons and laws goveming the confidenbalily, retention and disposibon of information contained in any materials provided to
Corodata Corodala shall comply with applicable laws statutes regulations and ordinances
5 ACKNOWLEDGEMENTS CLIENT acknowledges that it is aware of Its obligabon to property dispose of'consumer informi end any other informabon the disposal of which is regulated by any laws
or regulabons governing disposal of information including without limitation those commonly known as "FACTA 'GLBA" 'HIPAA" and'HITECH or similar state and federal laws ( Privacy Laws')
CLIENT is solely responsible for reviewing the Privacy Laws to deterriune if shredding is adequate under the Privacy Laws to which the Shred Materials may be subject Corodata makes no
representabon warranty certification or agreement as to the compliance of shredding or the Services with Privacy Laws CLIENT acknowledges that it has Irrevocably authorized Corodala to dispose of
the Shred Materials by shredding CLIENT also agrees that all bins, consoles and other Items supplied by Corodala for use by CLIENT in connection with the Services are the property of Corodata If
CLIENT fads to return all such Items in working condition at the completion of the Services CLIENT agrees to reimburse Corodala for their replacement cost CLIENT shall be responsible for and agrees
to hold Corodata harmless from all contractual restncbons that govern CLIENT and all applicable laws rules and regulabons including but not limited to environmental laws and contractual restncbons
and laws governing the confidanbahty retention and disposition of Information contained in the Shred Materials
6 PROHIBITED ITEMS CLIENT shall not deliver to Corodata any material considered toxic or dangerous or which is regulated under any federal or slate law or regulation relating to hazardous
materials In the event of the accidental or negligent custodial transfer of hazardous or regulated waste, Including biohazard CLIENT agrees to arrange to appropriately, safely and legally assume custody
of such hazardous materials at their expense Corodala shall not be responsible or liable for any loss or damage sustained in connection with any negotiable items or other items of value that are
provided to Corodata for shredding CLIENT agrees to indemnify Corodala from any claims of damage or injury resuttmg from its provision of any materials other than paper materials unless Corodata has
agreed in advance and in wnbng to acceptance such items
7 RATES CLIENT agrees to pay the fees for the Services set forth on the front page of this Agreement above or the separately attached Schedule A Prices reflected in the Schedule A represent the
initial pricing for the account Services requested outside of the above such pricing will be priced at Corodala s standard rates in effect at the brine of the service request unless otherwise agreed upon in
writing with the CLIENT Prices maybe changed only upon thirty (30) days written notice to CLIENT after the Iibal agreement term ALL equipment will be billed at prices listed on the Schedule A at the
frequency listed on the Schedule A, unless an individual service is specifically cancelled by CLIENT A finance charge at the legal rate of interest in this stale will be assessed on the entire unpaid balance
of the account if charges remain unpaid with thirty (30) days after date of the invoice
8 CONFIDENTIALITY Confidential Information' means any information relating to CLIENT s property business and affairs Unless such Confidenbal Information was previously known to Corodala free
of any obtigabon to keep it confidential, is subsequently made public by CLIENT or by a third party having a legal right to make such disclosure, or was known to Corodata prior to receipt of same from
CLIENT it shall be held in confidence by Corodala and shall be used only for purposes provided in this Agreement Corodata shall use the same degree of care to safeguard CLIENTS Confidential
Information as Corodala uses to safeguard its own confidential informabion However Corodata may comply with any subpoena or similar order related to materiels provided to Corodata for destruction
provided that it shall unless prohibited bylaw, notify CLIENT promptly of any such subpoena or notice CLIENT shall pay Corodala s reasonable costs and fees for such compliance
9 TERM The inibal term of This Agreement is one (1) year and shall commence when signed by both parties The term shall aulomabcalty extend for successive terms of 30 days until CLIENT gives
Corodata thirty (30) days advance written notice of a lernimation date If CLIENT terminates this Agreement before the completion of the Tenn for any reason CLIENT agrees to pay Corodata early
termination fees These fees shall become due as of the effective dale of the lerriunabon CLIENT s early terim ation fees shall be equal to all recurring charges for the balance of the then current term
10 DEFAULT The occurrence of one or more of the following events shall constitute default ( Events of Default') (a) Failure to pay any sum due hereunder within fifteen (30) days of when due, or (b)
Breach of any provisions of this Agreement Upon the occurrence of any of the Events of Default Corodata at its sole option may terminate the Agreement All amounts due for Services rendered up to
the effective date of termination and until the expiration of the current term shall become due and payable Upon lermmabon CLIENT shall return (or permit Corodala to retrieve) all Corodata bins and
other property kept at CLIENT s site and Corodala shall have no obllgabon to provide further Services to CLIENT Corodata shall recover all damages suffered by reason of such termination Corodata
shall be enbded to recover all reasonable attorneys fees and costs incurred in connecbon with the enforcement of this agreement
11 DEFINITION OF LIABILITY
11 1 NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, CORODATA SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER WHATSOEVER UNDER ANY
THEORY OF LIABILITY FOR ANY CLAIM BASED ON THE SERVICES OR CORODATA'S RELATIONSHIP WITH CLIENT (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR THE IMPROPER
RELEASE OR LOSS OF ANY SHRED MATERIALS OR CLAIMS BASED ON A BREACH OF THE PRIVACY LAWS), OR ANY DAMAGES TO CLIENT AS A RESULT OF ANY RELEASE OR LOSS,
UNLESS THE CLAIM ARISES SOLELY DUE TO CORODATA'S GROSS NEGLIGENCE OR WILFULL MISCONDUCT IN NO EVENT SHALL CORODATA BE LIABLE FOR ANY DELAY OR
FAILURE IN ITS PERFORMANCE OF SERVICES CAUSED BY CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF CORODATA, INCLUDING, BUT NOT LIMITED TO INHERENT
DEFECT OF THE SHRED MATERIALS, SEIZURE OF LEGAL PROCESS, GOVERNMENTAL ACTIONS, LABOR UNREST, RIOTS, UNUSUAL TRAFFIC DELAYS, NATURAL DISASTERS, OR ACTS
OF GOD CORODATA SHALL NOT BE CHARGED WITH ANY KNOWLEDGE OF THE CONTENT OF MATERIALS PROVIDED BY CLIENT TO CORODATA FOR SHREDDING
11 2 CORODATA'S MAXIMUM AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING WITH RESPECT TO THE SERVICES AND CORODATA'S RELATIONSHIP WITH CLIENT SHALL
NOT EXCEED THE GREATER OF (A) PAYMENT RECEIVED BY CORODATA FROM CLIENT IN CONNECTION WITH THE SPECIFIC SERVICES THAT GIVE RISE TO THE CLAIM, OR (B) THE
AMOUNTS PAID BY CLIENT TO CORODATA FOR SHREDDING SERVICES DURING THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GIVES RISE TO THE CLAIM
11 3 IN NO EVENT SHALL CORODATA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR SIMILAR TYPES OF DAMAGES, REGARDLESS OF THE
CAUSE OF DAMAGES
11 4 CLIENT ACKNOWLEDGES AND AGREES THAT IT WAIVES ANY RIGHT TO PRESENT ANY CLAIM OR COLLECT ANY DAMAGES UNLESS CLIENT PRESENTS THE CLAIM IN WRITING
TO CORDDATA WITHIN A REASONABLE TIME AFTER CLIENT'S KNOWLEDGE OF THE CLAIM AND IN NO CASE LATER THAN THREE (3) MONTHS AFTER THE OCCURRENCE OF THE
EVENT ON WHICH THE CLAIM IS BASED
11 5 ALL OF THE LIMITATIONS SET FORTH ABOVE APPLY TO ALL CLAIMS OR ACTIONS, WHETHER ORIGINATING IN TORT, CONTRACT, STATUTE, REGULATION OR OTHERWISE
12 OWNERSHIP WARRANTY CLIENT warrants that ilis the owner legal custodian or otherwise has the right to deliver for shredding any and all materials CLIENT provides Corodala hereunder
CLIENT agrees that upon depositing Shred Materials in a shred container or otherwise identifying them as materials to be shredded, CLIENT has irrevocably authorized Corodata to dispose of the Shred
Materials by shredding CLIENT shall reimburse Corodala for any expenses reasonably incurred by Corodata (Including reasonable legal fees and costs) by reason of Corodata complying with its
obligations under this Agreement to destroy such materials in the event of a dispute or claim concerning the destruction of the materials provided by CLIENT to Corodala
13 INDEMNIFICATION Unless caused solely by the gross negligence of Corodala CLIENT agrees to fully indemnify, defend and hold harmless Corodala and Corodala s Affiliates and its and their
officers employees agents or third party contractors for any and all liabilities, claims, judgments demands, damages, actions suits causes of action awards arbitration fees costs and expenses
reasonable attorney s fees and expenses and any other losses and liabilities to which Corodala may be subject or that Corodala or any Corodata Affiliate may incur or suffer arising out of the Services
this Agreement or its or their relations with CLIENT or third parties pursuant to this Agreement
14 BINDING NATURE AND ASSIGNMENT No rights liabilities or obligabons of CLIENT under this Agreement can be assigned without the express consent of Corodala, which Corodata may withhold
at its discretion Regardless of any assignment, CLIENT remains fully liable under this Agreement
15 EXCLUSIVITY CLIENT agrees to retain Corodata on an exclusive basis at all facilities covered by this Agreement for the term of this Agreement
16 ARBITRATION Any dispute controversy or claim arising out of this Agreement or in connecbon with Corodata s Services whether founded in tort or contract shall be submitted to arbitration under
the Commercial Arbitration Rules of the American Arbitration Association (AAA) and heard by the AAA office in San Diego California The award may be entered as a judgment of a courtor record in the
county of San Diego Corodala and CLIENT shall share equally the cost of arbitrabon The arbitrator may not vary, modify or disregard the provisions contained herein, including those respecting the
limitation of tiabilily of Corodata
17 MISCELLANEOUS This Agreement including any applicable Schedule A Proposals or Esllmales constitutes the entire agreement between the parties and supercedes any prior agreements
arrangements and understandings whether oral or written between the parties 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 This Agreement may be amended only by an amendment in writing signed by CLIENT and Corodata Every provision of this Agreement Is
Intended to be severable If any provision of this Agreement is declared invalid illegal or unenforceable there shall be added automatically as part of this Agreement, a provision as similar in terms as
necessary to render such provision valid legal and enforceable The remaining provisions of this Agreement shall remain in effect All notices hereunder shall be in writing and addressed to either party
at its address set forth above (or 10 such other address as either party may specify by notice given in accordance with this Secbon) Without limiting the foregoing any CLIENT Purchaser Orders are for
CLIENT s internal purposes only, are superseded by this Agreement and shall not be legally binding upon or enforceable against Corodala Notices shall be deemed to have been given on the second
day after mailing if mailed by US Firs[ Gass Mad Notice of any change of address of CLIENT must be given by CLIENT to Corodala in writing and acknowledgad in wnbng by Corodata on the following
monthly statement Corodata is acting as an independent contractor hereunder and has the sole right and oblige bon to supervise manage contract direct procure perform or cause to be performed all
work to be performed by Corodala under this Agreement
JAt L APPROVED AS TO FORM
Customers Initials
Y
kh" Gates, City Attomey
2