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CCR2018067-Attachment CONFIDENTIAL DOCUMENT DESTRUCTION AGREEMENT This Confidential Document Destruction Agreement (“Agreement”) is entered into as of this 20h day of July, 2018 (“Effective Date”) by and between SECURE INFORMATION DESTRUCTION, LLC dba ABRAHAM’S ON-SITE SHREDDING SERVICE having a place of business at S84W19762 Loveland Ct., Muskego, WI 53150 (“Company”) and CITY OF MUSKEGO having a place of business at W182S8200 Racine Avenue, Muskego, WI 53150 (“Customer”). 1. SERVICES 1.1 Services to be Furnished. Company will provide the services for the secure destruction of records (“Services”) described on “Addendum A” attached hereto and made a part hereof. Company will furnish a Certificate of Destruction to Customer, upon request by Customer. The Services may, at Customer’s option and as i ndicated on Addendum A, be performed as part of a regular schedule or pursuant to specific directions which Customer shall give Company from time to time. Customer may also request custom Services not set forth on “Addendum A”, in which case Company will 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 (including 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 t he 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. 1.3 Services by Third Parties. Company may procure the services of any responsible third party to perform all or part of the Services, insofar as said third party complies with all security standards and procedures required of Company by Customer, and further that said third party shall accept in writing the fiduciary responsibility requisite of the transfer of custody. Company will remain liable for all Services performed for Customer. Company will record all cust ody transfers and/or the use of any subcontractor to render contracted services to the Customer, and make Customer aware of any use of any subcontractor, including their identity. 2. RESPONSIBILITIES 2.1 Right to Rely on Instructions: Company may act in reliance upon any instruction, instrument, or signature reasonably believed by Company to be genuine, and may assume that any of Customer’s employees or any employee of Customer’s affiliates or subsidiaries giving any written notice, request, or instruction has the authority to do so. 2.2 Compliance with Contracts, Laws and Regulations: Customer 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 disp osition of information contained in any materials delivered to Company. Company shall comply with applicable laws, statutes, regu lations and ordinances. 2.3 Cooperation and Assistance: Customer shall 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 Customer’s business operations, by providing to Company such information, data, access to premises, management decisions and approvals as may be reasonable to permit Company to perform the Services hereunder. 2.4 Hazardous Substances: Customer shall not deliver to Company any material considered toxic or dangerous or which is regulated under any federal or state law or regulation relating to hazardous materials. In the event of the accidental or negligent custodial transfer of hazardous or regulated waste, including bio-hazard, Customer agrees to arrange to appropriately, safely and legally assume custody of such hazardous materials at their expense. And furt her to indemnify the Company from any property damage or personal injury resulting from such transfer of material. 2.5 Performance of Services: All Services performed by Company will be in a professional manner in accordance with industry standards and practic es. 2.6 Material Descriptions: Itemized lists or descriptions of contents of materials submitted by the Customer to the Company shall be generally considered for recordkeeping, reconciliation, and reference purposes only, and are not to considered proof that said documents contained on such lists and descriptions are in fact contained in the materials accepted. Company will make provision for validation of such document contents in advance and under special terms and fess at the request of the Customer. 2.7 Negotiable Items: 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 will be sent to a single facility in a single service where the total combin ed amount of said instruments will be in excess of $100,000. 2.8 Materials to be Shredded: Customer acknowledges that paper clips, rubber bands, CDs, and diskettes are acceptable to have intermixed with office paper. Heavier metals such as, but not limited to: 3-ring binders, hanging file folders, large binder clips, tools; as wells as, vinyl, plastics, x-rays and/or other general waste products are not acceptable for shredding. Customer assumes responsibility for any damage to Company’s equipment caused by submission of any foreign or inappropriate materials for destruction. 2.9 Insurance: Company shall maintain reasonable coverage of insurance during the terms of this Agreement in accordance with industry standards including but not limited to: workman’s compensation, general liability, auto liability, professional liability, and dishonesty bond. Upon request of Customer, Company shall provide proof of such insurance coverage. 3. FEES AND PAYMENTS - All standard charges for Services under this Agreement shall be as specified on “Addendum A”. The prices set forth in Exhibit A shall remain in effect for the first twelve (12) months of this Agreement. Thereafter, price adjustments shall be made only after thirty (30) days’ prior written notice. For any service requested by Customer that is not listed on “Addendum A”, the charges will be as agreed to in writing by Customer and Company prior to the rendering of such Service. Invoices shall be due and payable within thirty (30) days from receipt of the applicable invoice. Amounts due and not paid within thirty (30) days after Customer’s receipt of the invoice may bear interest at the rate of one and one-half per cent (1.50%) per month. 4. CONFIDENTIALITY - “Confidential Information” means any information relating to Customer’s property, business and affairs. Unless such Confidential Information was previously known to Company free of any obligation to keep it confidential, is subsequently made public by Customer or by a third party having a legal right to make such disclosure, or was known to Company prior to receipt of same from Customer, it shall be held in confidence by Compa ny and shall be used only for the purposes provided in this Agreement. Company shall use the same degree of care to safeguard your Confidential Information as it uses to safeguard its own. However, Company may comply with any subpoena or 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. Customer shall pay Company’s reasonable costs for such compliance. 5. TERM AND TERMINATION 5.1 Term: This Agreement shall commence on the Effective Date set forth above and, unless otherwise terminated in accordance with Section 5.2, shall continue in effect for one year, with continued service afterward, unless written notice of termination of service is delivered by either party to the other not less than sixty (60) days prior to the requested date of termination. 5.2 Termination: Either party may terminate this Agreement with sixty (60) days written notice by the other party. 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 shall return (or permit Company to retrieve) all Company bins and other property kept at Customer’s site, and Company shall have no obligation to provide further Services to Customer. 6. CLAIMS AND DISPUTE RESOLUTION 6.1 Time for Presenting Claims. Customer must present any claim with respect to any Service in writing to Company within a reasonable time and in no case later than three (3) months after the occurrence of the event on which the claim is based. 6.2 Dispute Resolution: Any claim, controversy, or dispute arising out of or relating to this Agreement, or any interpretation or breach of this Agreement or performance under this Agreement, including without limitation any dispute concerning the scope of this Article 6, that cannot be resolved within fifteen (15) days by informal discussions between the parties, may be resolved through mediation. 6.3 Services during Dispute Resolution: During any mediation proceedings, Company shall continue to provide Services, and Customer shall continue to make payments to Company, in accordance with this Agreement. The fact that mediation is or may be allowed shall not impair the exercise of any termination rights under this Agreement. 7. LIABILITY AND WARRANTY 7.1 Limitation of Liability: Company shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in bin s or otherwise delivered to it for secure destruction unless the release or loss is due to Company’s negligence or willful misconduct. Company’s maximum liability for any and all claims arising with respect to the Services provided under this Agreement shall not exceed the aggregate amou nts paid by Customer with respect to the Services provided at the particular Customer location during the six (6) months preceding the event which gives rise to a claim. In no event shall Company be liable for any consequential, incidental, special or punitive damages, regardless of whether the action is brought in tort, contract or any other theory. 7.2 Ownership Warranty: Customer warrants that it is the owner, legal custodian or otherwise has the right to deliver for confidential destruction an y and all materials Customer provides Company hereunder. Customer shall reimburse Company for any expenses reasonably incurred by Company (including reasonable legal fees ) by reason of Company complying with its obligations under this Agreement to destroy such materials in the event of a dispute con cerning the destruction of the materials provided by Customer to Company. 8. MISCELLANEOUS 8.1 Notices: All notices hereunder shall be in writing and addressed to either party at its address set forth above (or to such other address as either party may specify by notice given in accordance with this Section). Notices to Company shall be sent to the attention of its Owner. 8.2 Binding Nature and Assignment: This Agreement shall be binding on the parties and their respective successors and assigns. Except as permitted by Section 1 .3 above, neither party may assign this Agreement, except to an affiliate, without the prior written consent of the other party, which consent shall not be unreasonably withheld. 8.3 Force Majeure: Each party shall be excused from any delay or failure in performance under this Agreement for any period if and to the extent that such delay or failure is caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays, equipment failure or other causes beyond its control. 8.4 Relationship of Parties: Company is acting as an independent contractor hereunder and has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Company under this Agreement. 8.5 Entire Agreement: This Agreement constitutes the entire agreement between Company and Customer with respect to the subject matter of this Agreement. 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 Section 3, this Agreement may be amended only by an amendment in writing signed by Customer and Company. 8.6 Invalidity. 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 requirements for validity as declared at such time and as so adjusted shall be deemed a provi sion of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect. 8.7 Red Flag Rule Compliance: Identity Theft Prevention and Detection: In the event that Company (or “Business Associate”) is retained to perform information destruction services in connection with "covered accounts" as defined by the regulations listed at 16 C.F.R. § 681.1 et. seq. (the “Red Flag Rule”), and these services are identified by Customer (Covered Entity), Company shall have policies and procedures to detect relevant Red Flags that may arise in the performance of the service provider's activities (if any), and shall either report the Red Flags to the (Covered Entity) or to take appropriate steps to prevent or mitigate identity theft in connecti on with these Red Flags. Company agrees to reasonably cooperate with any subsequent investigation by or on behalf of the Customer related to such notification by the Company. 8.8 HIPAA and GLBA compliance: _____ Company and Customer agree to check the line next to this item if a Health Insurance Portability and Accountability HIPAA Disclosure form is required for confidential document management services for Customer. Attached to this Agreement and marked “Addendum B” is the HIPAA Agreement by the parties hereto. __x__ Company and Customer agree to check the line next to this item if a GRAMM-LEACH-BLILEY ACT Agreement form is required for confidential document management services for Customer. Attached to this Agreement and marked “Addendum C” is the GLBA Agreement by the parties hereto. 8.9 Exclusivity: Customer agrees to retain Company on an exclusive basis at all facilities covered by this agreement for the term of this contract. IN WITNESS WHEREOF, each of the parties have caused this Agreement to be executed by its duly authorized representative as of the Effective Date first set forth above. CUSTOMER: CITY OF MUSKEGO By:_________________________________________________ Name / Title:__________________________________________ Date:________________ COMPANY: SECURE INFORMATION DESTRUCTION, LLC dba ABRAHAM’S ON-SITE SHREDDING SERVICE By:__________________________________________ Name / Title: Larry Bangs, Owner / President Date:_______________ Addendum A CONFIDENTIAL DOCUMENT DESTRUCTION SERVICES SERVICES OFFERED: CONTAINER SERVICES: Regularly scheduled shredding of confidential documents • Rate: $0.18/pound with a minimum charge of $45.00 which covers the first 250 pounds. • Handling Fee: In the event the documents need to be brought to ground level without access to an elevator and/or inappropriate non -paper materials need to be sorted out prior to shredding, an additional handling fee of up to $0.10/lb. may be assessed. • Certificate of Destruction: one provided with each service • Container Placement: 2 consoles • Frequency of Service: monthly • Service Review as Required RECORD PURGE: Periodic shredding of confidential documents; usually in storage • Rate: $0.18/pound with a minimum charge of $100.00 which covers the first 500 pounds • Fuel Surcharge: $5.00 per location • Handling Fee: In the event the documents need to be brought to ground level without access to an elevator and/or inappropriate non -paper materials need to be sorted out prior to shredding; an additional handling fee of up to $0.10/lb. may be assessed. • Certificate of Destruction: provided with each service • Locking Confidential Document Containers: additional bins available upon request • Frequency: available upon request; requires advanced scheduling CORPORATE EVENTS – COMMUNITY SHREDDING: • Rate: $225.00 per hour; minimum 2 hours required • Frequency: upon request and schedule availability • Certificate of Destruction: not provided • Customer agrees to obtain Company approval for any event advertising content prior to publication LOCKING CONFIDENTIAL DOCUMENT COLLECTION CONTAINERS: • Company shall provide locking document collection containers to Customer for the sole purpose of collection and storage of documents to be shredded by Company. • The containers shall remain the property of Company at all times and shall be returned to Comp any upon termination of this Agreement. • Customer agrees to be responsible for replacement cost of any container(s) including the keys and collection bags damaged by Customer or its agents/employees while in Customer’s possession. MISCELLANEOUS: • All shredded material will be removed and recycled by Company • Customer may witness and/or audit Company’s document destruction operations at any time, without prior advance notice, to ens ure destruction of all materials are handled in accordance with the specifications of this Agreement. CLIENT: CITY OF MUSKEGO COMPANY: SECURE INFORMATION DESTRUCTION, LLC DBA ABRAHAM’S ON-SITE SHREDDING SERVICE By:_________________________________________________ By:__________________________________________ Name /Title:__________________________________________ Name / Title: Larry Bangs, Owner / President Date:________________________________________________ Date:_________________________________________ Addendum C GLBAA AGREEMENT BUSINESS ASSOCIATE’S AGREEMENT This Agreement is hereby entered into as of this 10th day of July, 2018, by and between SECURE INFORMATION DESTRUCTION, LLC dba ABRAHAM’S ON- SITE SHREDDING SERVICE having a place of business at S84W19762 Loveland Ct. Muskego, WI 53150 (“Company) and CITY OF MUSKEGO having a place of business at W182S8200 Racine Avenue, Muskego, WI 53150 (“Customer”). This GLBAA supplements an existing Confidential Document Destruction Agreement entered into between the parties (“Existing Agreement”). 1. The term “Non-Public Personal Information” as used herein means any information (without regard to the medium on which such information may be recorded, whether written, visual, audio, graphic, computerized or otherwise) including, but not limited to, personal financial information Customer possesses, any information a Consumer (as hereinafter defined) gives Customer in order to obtain a service or product from Customer, and any information that results from any transaction between Customer and the Consumers which Customer is servicing. Such Non-Public Personal Information may also include application information, medical information, account information, consumer names and addresses, consumer report information, any list, description or grouping of consumers and similar such information. For purposes hereof, “Consumer” means an individual who has, or shall, obtain financ ial services or a financial product from Customer. The following shall not constitute “Non-Public Personal Information”: (a) Information which at the time of disclosure hereunder is in the public domain; (b) Information which after disclosure hereunder is published or otherwise becomes part of the public domain through no fault of the Company, but only after it is published or comes into the public domain; (c) Information which the Company can show as having been in its possession at the time of its disclosure hereunder; and (d) Information which the Company can show as having been received by it after the time of disclosure of the same hereunder from a third party who did not acquire it directly or indirectly under an obligation of confidence. 2. Company shall hold all Non-Public Personal Information in confidence and it shall only be used for the purposes provided in the Existing Agreement. Company will not use or disclose the Non-Public Personal Information, except as is reasonably necessary to disclose to its auditors, accountants, counsel and regulators. In addition, Company may disclose Non-Public Personal Information to comply with a civil, criminal or regulatory investigation or subpoena or summons issued by a federal, state or local authority, and respond to judicial process. Unless prohibited by law, Company shall provide Customer with notice of receipt of any such subpoena or summons. 3. Company agrees to implement appropriate measures to ensure the security and confidentiality of such Non -Public Personal Information, protect against any anticipated threats or hazards to the security or integrity of such Non-Public Personal Information, and protect against unauthorized access to or use of such Non- Public Personal Information. 4. This Agreement shall be coterminous with the Existing Agreement, except tha t the obligations of confidentiality assumed by Company prior to the date of expiration or termination of this GLBAA shall continue on a perpetual basis. In the event that any terms and conditions cont ained in the Existing Agreement are in conflict with the terms and conditions set forth in this GLBAA, then the terms and conditions set forth in this Agreement shall be deemed to be the controlling terms and conditions. 5. Company acknowledges that Customer’s remedies at law may be inadequate to protect against breach of this GLBAA and therefore Company consents to the granting of injunctive relief by a court of appropriate jurisdiction if Company is in breach of this Agreement. 6. This Agreement shall be governed by the same governing law as that which is applicable to the Existing Agreement. This Agreement contains the entire agreement of the parties in respect of the subject matter hereof. IN WITNESS WHEREOF, the parties have signed this GLBAA as of the day and year first above written. Customer/Covered Entity: CITY OF MUSKEGO By: ___________________________________________________________________ Name: ____________________________________ (Date)______________________ Title: __________________________________________________________________ Company: SECURE INFORMATION DESTRUCTION, LLC dba Abraham’s On-Site Shredding Service By: _____________________________________________________________ Name: Larry Bangs (Date) ______________________ Title: Owner / President