HomeMy WebLinkAbout2023-08-13 Shredit
Standard Agreement
Effective Date 08.14.2023 between Stericycle, INC and TOWN OF TIBURON located at 1505 TIBURON BLVD,
BELVEDERE TIBURON, California,94920-2530
Account
Information
Service/Equipmen
t Name
Pick up
Frequency
Planned
Units for
Pick Up
Contracted
Price
Additional Fees Price Increase Renewal
Date
Surcharges
Account Name:
TOWN OF TIBURON
Address:
1505 TIBURON
BLVD, BELVEDERE
TIBURON,
California, United
States, 94920-2530
SELECT PURGE
SERVICE | OFF-SITE
(PAPER)
One Time 1 Each $ 237.00
minimum per
pickup
N/A N/A
N/A Metro Surcharge: $ 0 Per Stop
Environmental Surcharge: Per
Index Table
Fuel Surcharge: Per Index Table
Recycling Recovery Surcharge:
Per Index Table
Recycling Recovery Cap: %
Account Name:
TOWN OF TIBURON
Address:
1505 TIBURON
BLVD, BELVEDERE
TIBURON,
California, United
States, 94920-2530
BOX-SMALL
One Time 60 Each $ 8.40 per
container
Minimum include
10 each
N/A N/A
N/A Metro Surcharge: $ 0 Per Stop
Environmental Surcharge: Per
Index Table
Fuel Surcharge: Per Index Table
Recycling Recovery Surcharge:
Per Index Table
Recycling Recovery Cap: %
Contract Entities: (Sold to) :
Billing Information
Customer/Company
Name:
TOWN OF TIBURON Billing
Contact/Company Name:
TOWN OF TIBURON
Address 1: 1505 TIBURON BLVD Address 1:
Address 2: Address 2:
City / State / Zip: BELVEDERE TIBURON, California, 94920-2530 City / State / Zip: , ,
Phone: 415-435-7377 Phone: 415-435-7377
Email: ldilena@townoftiburon.org Email: ldilena@townoftiburon.org
Contact:
Title:
Lea Delani
Town Clerk
Contact:
Title:
Lea Delani
Town Clerk
Contract Entities:
Service Address Billing Information
Customer/Company
Name:
TOWN OF TIBURON Billing
Contact/Company
Name:
TOWN OF TIBURON
Address 1: 1505 TIBURON BLVD Address 1:
Address 2: Address 2:
City / State / Zip: BELVEDERE TIBURON
California
94920-2530
City / State / Zip: , ,
Phone: Phone: Email: ldilena@townoftiburon.org Email: ldilena@townoftiburon.org
Contact: 415-435-7377 Title: Town Clerk Contact: 415-435-7377 Title: Town Clerk
DocuSign Envelope ID: C1DBA552-3AA4-4EF5-9E0B-6876F2A729AC
Contract Effective Date: 08.14.2023
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 08.13.2024
Stericycle: Customer:
Contracting Entity: Stericycle INC. Customer/Company:
Name: \n2\ Name: \n1\
Title: \t2\ Title: \t1\
Date: \d2\ Date: \d1\
Signature: \s2\ Signature: \s1\
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: C1DBA552-3AA4-4EF5-9E0B-6876F2A729AC
Aug 14, 2023 | 4:43 PM CDT
Lea Dilena
Town Clerk
Aug 14, 2023 | 4:43 PM CDT
ISE
Juan Dominguez
TERMS AND CONDITIONS
1.Introduction
Stericycle, Inc., a Delaware corporation, on behalf of itself and its subsidiaries, with offices
at 2355 Waukegan Road, Bannockburn, IL 60015 (collectively, Stericycle), and TOWN
OF TIBURON with offices at 1505 TIBURON BLVD,BELVEDERE TIBURON,
California,United States,94920-2530(Customer), hereby enter into and agree as
provided in this Services Agreement (the Agreement) dated 08 14,2023(the Effective
Date).
2. Services
Stericycle will provide containers and related equipment (“Equipment”) for the collection
and storage of Customer’s paper and other agreed upon materials (“CCM”). The number
of containers will be determined by Stericycle. Stericycle will: (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
if requested by Customer, and (iv) recycle or otherwise dispose of the CCM. Customer
shall not place in any Equipment 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 (“Prohibited Materials”). Customer shall be liable for damages
resulting from the placement of any Prohibited Materials in any Equipment.
3. Terms of this Agreement; Renewal
The term of this Agreement will begin on the Effective Date and continue for sixty days.
4. Pricing
Customer shall pay to Stericycle the service fees and surcharges as set forth on page 1
(collectively “Service Fees”). Stericycle reserves the right, in its sole discretion, to increase
the amount of each Service Fee or adjust or add a surcharge from time to
time. Stericycle will provide notice of any new surcharges to Customer, which notice may
be included on an invoice. Notwithstanding any provision to the contrary, Customer shall
pay the Minimum Charge if Customer declines or cancels a scheduled service or if
Customer’s location is closed during a scheduled service. For services rendered beyond
the stated quantities, the total charge will increase based on the amount of units serviced
at the applicable additional container rate, extra material unit rate or the current Stericycle
standard list price. Customer agrees to pay ancillary charges according to the then-
current Schedule of Ancillary Charges at www.shredit.com (“Schedule”), which is
incorporated by reference as if fully set forth herein and is subject to change from time to
time in Stericycle’s discretion.
5. Payment Terms; Billing
Stericycle shall submit invoices to Customer in accordance with Stericycle’s standard
billing process. Customer shall pay in full each Stericycle invoice within Net 30 days of the
date of such invoice. Any invoiced amounts not received by Stericycle within that
timeframe will be subject to a late fee of 1.5% per month on the past due balance (or the
maximum amount allowed by law). Customer shall reimburse Stericycle for all costs that
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 declines or cancels the Services after Stericycle has
arrived at Customer’s location on the scheduled shredding date.
6.Early Termination
In the event that Customer terminates this Agreement prior to the expiration of the Term
other than as set forth in Section 7 Customer shall promptly pay Stericycle all unpaid
invoices and any late charges thereon.
7. Default & 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 Stericycle or
nonpayment by Customer of amounts rightfully owed to Stericycle or Customer's failure
to comply with Stericycle polices related to the Services shall constitute a material breach.
8.Limitation of Liability; Disclaimer of Warranties
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. Stericycle’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 Stericycle from Customer under the Agreement.
9. Indemnification
Stericycle shall indemnify and hold Customer harmless from any liabilities arising from
the gross negligence or willful misconduct of Stericycle in the performance of its
obligations under this Agreement. Customer shall indemnify and hold harmless
Stericycle from any liabilities arising from the gross negligence or willful misconduct of
Customer, which shall include, but not be limited to, the placement of Prohibited Materials
in the Equipment.
10. Compliance Materials
To the extent that Stericycle 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. Stericycle may revoke this
license at any time. Customer may not copy or distribute Compliance Materials or use or
republish Compliance Materials for or to any third party or audience. Customer agrees to
return all Compliance Materials to Stericycle at Customer’s expense at the expiration or
termination of this Agreement. Stericycle may charge Customer a fee for failure to return
Compliance Materials.
11. Confidentiality
Customer agrees to not disclose to any third parties Stericycle pricing, policies and
procedures. Stericycle will keep confidential all Customer confidential information
provided to Stericycle in connection with this Agreement and will use the same solely for
the purposes provided in this Agreement. As used herein, confidential information means
any information provided to Stericycle in confidence that relates to Customer’s property,
business and/or affairs, other than (i) information that is or has become publicly available
due to disclosure by Customer or by a third party having a legal right to make such
disclosure and (ii) information previously known to Stericycle free of any obligation to
keep it confidential prior to receipt of the same from Customer.
12. Compliance with Laws and Policies
Each party shall comply with all laws, rules and regulations, including anti-corruption and
economic and trade sanctions laws, applicable to its performance hereunder.
13.Excuse of Performance
In the event either party is prevented, hindered or delayed from the performance of any
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
power or any other similar reason not directly the fault of such party, or by reason of the
other party or its agents, then performance of such act shall be excused for the period of
delay and the period for the performance of any such act shall be extended for a period
equivalent to the period of such delay.
14. Equipment
Customer shall have the care, custody and control of any containers and other
equipment owned by Stericycle and placed at Customer’s premises (Equipment) and
accepts responsibility and liability for the Equipment and its contents. Any damage or loss
to such Equipment, other than normal wear and tear, will be charged to Customer at full
replacement value. However, in no event shall Customer be liable or responsible for
damage to the Equipment to the extent caused by the acts or omissions, negligent or
otherwise, of Stericycle, its employees and/or agents.
DocuSign Envelope ID: C1DBA552-3AA4-4EF5-9E0B-6876F2A729AC
15. Exclusivity
INTENTIONALLY OMITTED
16. Brokers
Stericycle reserves the right to deal solely with the Customer and not with any third party
agents of the Customer for all purposes relating to this Agreement. Customer represents
and warrants to Stericycle that it is acting for its own account and not through a broker or
agent. Stericycle shall be entitled to terminate this agreement and seek all available legal
remedies, including but not limited to liquidated damages, in the amount set forth herein
for Customer’s breach of this representation and warranty.
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
purchase order or any other invoice acknowledgment shall be binding upon Stericycle
unless agreed to by Stericycle in writing.
18. Amendment and Waiver; Saving Clause; Survival
Changes in the types, size and amount of equipment and the frequency of service may
be mutually agreed to in writing by the parties, without affecting the validity of this
Agreement. All other amendments to this Agreement shall be effected only by a written
instrument executed by the parties. No waiver shall be effective unless submitted in
writing by the party granting such waiver. No waiver of any provision of this Agreement
shall be deemed a waiver of any other provision of this Agreement and no waiver of any
breach or duty under this Agreement shall be deemed a waiver of any other breach or
later instances of the same duty.
19. Assignment
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, legal representatives and heirs;
provided, however, that Customer may not assign its rights or delegate its obligations
under this Agreement without the prior written consent of Stericycle.
20. Independent Contractor
Stericycle’s relationship with Customer is that of an independent contractor, and nothing
in this Agreement shall be construed to designate Stericycle as an employee, agent or
partner of or a joint venture with Customer.
21. Notices; Counterparts
(a) All required notices, or those which the parties may desire to give under this
Agreement shall be in writing and sent to the Customer's address set forth on the first
page of this Agreement, and in the case of Stericycle, to the Stericycle legal Department
at: 2355 Waukegan Road, Bannockburn, IL 60015, Attn: Legal Department. Notices
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.
22. Governing Laws & Dispute Resolution
Except as otherwise set forth herein, this Agreement shall be governed by and construed
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
via discussion and negotiation between the parties, shall solely and exclusively be
resolved by binding and final arbitration before the American Arbitration Association
(AAA), conducted pursuant to the Federal Arbitration Act (as the parties acknowledge
that the services provided involve interstate commerce). All Disputes will be determined
on an individual basis (and not as a class member or in any purported class or
representative capacity, considered unique as to its facts, and shall not be consolidated in
any arbitration or other proceeding with any claim or controversy of any other party, and
the arbitrator or trier of fact shall not preside over any form of representative or class
proceeding. The exclusive jurisdiction and forum for resolution of any Dispute shall be by
arbitration, which shall take place in the state where Customer is located at the closest
AAA office.
DocuSign Envelope ID: C1DBA552-3AA4-4EF5-9E0B-6876F2A729AC
Attachments
Attachment: Service Compliance
SELECT PURGE SERVICE | OFF-SITE (PAPER)
BOX-SMALL
DocuSign Envelope ID: C1DBA552-3AA4-4EF5-9E0B-6876F2A729AC