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Confidential Document Destruction Agreement
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This Confidential Document Destruction Agreement ("Agreement") is entered into as of this 28th day of
March 2012 ("Effective Date-) by and between Gilmore Services, having a place of business at 31 East
Fairfield Drive, Pensacola, FL 32514 and City of Crestview having a place of Business at 198 N Wilson St,
Crestview, FL 32536 ("Customer").
1. SERVICES
1.1 Services to be Furnished. Gilmore Services will provide the services for the secure destruction of records
("Services") described on Exhibit A attached hereto and made a part hereof. Gilmore Services will furnish a
Certificate of Destruction to Customer, upon request by Customer. The Services may. at Customer's option
and as indicated on Exhibit A, be performed as part of a regular schedule or pursuant to specific directions
which Customer shall give Gilmore Services from time to time. Customer may also request custom Services
not set forth on Exhibit A, in which case Gilmore Services will consult with Customer as to the terms and
conditions of the Services requested. Gilmore Services and Customer shall execute a separate amendment to
this Agreement which defines the terns and conditions of said custom Service are to be performed.
1.2 Services to Affiliates and Subsidiaries. The following related, affiliated and subsidiary companies of the
Customer 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.
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1.3 Services by Third Parties. Gilmore Services 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 Gilmore Services by Customer, and further that said third party shall accept in
writing the fiduciary responsibility requisite of the transfer of custody. Gilmore Services will remain liable
for all Services performed for Customer. Gilmore Services will record all custody 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 its identity.
2. RESPONSIBILITIES
2.1 Right to Rely on Instructions. Gilmore Services may act in reliance upon any instruction, instrument, or
signature reasonably believed by Gilmore Services 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 disposition of information contained in any materials delivered to Gilmore Services, and shall inform
Gilmore Services of any limitations which they may have on the Service to be performed by Gilmore
Services under this Agreement. Gilmore Services shall comply with applicable laws, statutes, regulations
and ordinances relating to its performance of Service under this Agreement.
2.3 Cooperation and Assistance. Customer shall cooperate with Gilmore Services with regard to the
performance of the Services, subject to not7nal security requirements and in a manner that is not
unnecessarily disruptive to Customer's business operations, by providing to Gilmore Services and informing
Gilmore Services of such information, data, access to premises, management decisions and approvals as
may be reasonably necessary to permit Gilmore Services to perform the Services hereunder.
2.4 Hazardous Substances. Customer shall not deliver to Gilmore Services 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 further to indemnify Gilmore Services from any property damage or
personal injury resulting from such transfer of material.
2.5 Performance of Services. All Services performed by Gilmore Services will be in a professional manner in
accordance with standards and practices established by the National Association for Information
Destruction, Inc (NAID).
2.6 Material Descriptions. Itemized lists or descriptions of contents of materials submitted by the Customer to
Gilmore Services may be used by Gilmore Services for record keeping, reconciliation, and reference
purposes only, and shall not be considered proof that said documents contained on such lists and
descriptions are in fact contained in the materials accepted. If specifically requested in writing by Customer
in advance, Gilmore Services may make provision for validation of such document contents with the
recognition that such validation will be performed under specifically agreed -upon fee.
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2.7 Negotiable Items. Under no circumstance shall Gilmore Services be responsible with respect to any loss
suffered by the Customer if the Customer delivers to Gilmore Services any negotiable instruments,
including, but not limited to, checks, bearer bonds, travelers checks, or coupons.
3. FEES AND PAYMENTS — All standard charges for Services under this Agreement shall be as specified on
Exhibit 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 Exhibit A, the charges will be as agreed to in writing
by Customer and Gilmore Services prior to the rendering of such Service. If Customer fails to pay an
invoice within said thirty (30) day period, Customer shall be liable for a late charge accruing at a rate of
eighteen percent (18%) (or, if such rate is not permissible under the laws of the State of Florida , then the
highest lesser rate that would be permissible shall be charged). In addition, the Customer shall also be liable
for all expenses incurred by Gilmore Services in collecting the invoice, including court costs and reasonable
attorney's fees.
4. CONFIDENTIALITY — "Confidential Information" means any information relating to Customer's
property, business and affairs. Unless such confidential Information was previously known to Gilmore
Services 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 Gilmore Services prior to receipt
of same from Customer, it shall be held in confidence by Gilmore Services and shall be used only for the
purposes provided in this Agreement. However, Gilmore Services may comply with any subpoena or similar
order related to materials delivered to Gilmore Services; provided that it shall, unless prohibited by law,
notify Customer promptly of any such subpoena or notice. Customer shall pay Gilmore Services reasonable
charges, including attorneys' fees, 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 month -to -month. This Agreement may be
terminated with a written 30 day notice.
5.2 Termination. Either party may terminate this Agreement 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 thirty (30) days
after written notice from the non -breaching 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 Gilmore Services to retrieve) all Gilmore Services bins and other property
kept at Customer's site, and Gilmore Services 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
Gilmore Services 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.
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6.2 Arbitration. 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 Section 6, that cannot be resolved within fifteen (15)
days by informal discussions between the parties, shall be resolved by submission to final, binding and non -
appealable arbitration, without any right by either party to trial de novo in any court. Such arbitration and all
pre -hearing, hearing, and post -hearing arbitration procedures, including for discovery, disclosure of
arbitrator's interests, and challenge of designation of any arbitrator. shall be conducted under the
Commercial Arbitration Rules of the American Arbitration Association. A single arbitrator shall be selected
by the American Arbitration Association.
6.3 Services during Arbitration. During any arbitration proceedings, Gilmore Services shall continue to
provide Services, and Customer shall continue to make payments to Gilmore Services, in accordance with
this Agreement. The fact that arbitration 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. Gilmore Services shall not be responsible or liable in any manner
whatsoever for the release or loss of any materials deposited in bins or otherwise delivered to it for
secure destruction unless the release or loss is due to Gilmore Services negligence or willful
misconduct. Gilmore Services' maximum liability for any and all claims arising with respect to the
Services provided under this Agreement shall not exceed the aggregate amounts 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 Gilmore Services 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 any and all materials Customer provides Gilmore Services hereunder.
Customer shall reimburse Gilmore Services for any expenses reasonably incurred by Gilmore Services
(including reasonable legal fees) by reason of Gilmore Services complying with its obligations under this
Agreement to destroy such materials in the event of a dispute concerning the destruction of the materials
provided by Customer to Gilmore Services.
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 Gilmore Services shall be sent to the attention of its General Manager.
8.2 Binding Nature and Assignment. This Agreement shall be binding on the parties and their respective
successors and assigns. Gilmore Services can assign this Agreement, with or without the prior written
consent of Customer, which consent shall not be unreasonably withheld.
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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 unrests, riots, unusual traffic delays or other causes beyond its control.
8.4 Relationship of Parties. Gilmore Services 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 Gilmore Services under this Agreement.
8.5 Entire Agreement. This Agreement constitutes the entire agreement between Gilmore Services 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 Gilmore Services.
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 provision 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 provision of this Agreement
shall remain in effect.
8.7 Exclusivity. Customer agrees to retain Gilmore Services on an exclusive basis at all facilities covered by
this Agreement for the term of this contract.
IN WITNESS WI IEREOF, 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.
City of Crestview Gilmore Services
By: _ _ .� /L� By:
Title: Title:
Date: 3 aQ /1 /� / 7_ Date:
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Exhibit A
City Clerk's Office
198 N Wilson St
One (1) 95 Gallon serviced every 4 Weeks, Off -Site $47.00/Service
Crestview Police Department
201 Stillwell Blvd
One (1) 95 Gallon serviced every 8 weeks, Off -Site $47.00/Service
One (1) 65 Gallon serviced every 8 weeks, Off -Site $25.00/Service
All Locations
Magnetic Media $0.75/lbs
Fuel Surcharge 5%
Bulk Shredding Rate $0.19/Ibs On -Site or $0.15/Ibs Off -Site
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