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Service Solicited - 2006 - Shred-it - Shredding Services DOCUMDIT DESTRUCTION. DONE RIGHT. ON SITE. CUSTOMER SERVICE AGREEMENT This CUSTOMER SERVICE AGREEMENT (the "Agreement") between Boyer Utah, Inc. d/b/a Shred-It ("Shred-it") and City Of Eagle (City Hall) 7200201 ("Customer") takes effect on May 1, 2006 (the "Effective Date"). In consideration of the promises set forth in this Agreement, the parties agree as follows: 1. Definitions. For purposes of this Agreement, the terms set forth below will have the following meanings: 1.1 A "Certificate of Destruction" is a document that Shred-it provides to Customer as confirmation that the Document Destruction Process, as described in Section 2.2, has been completed with respect to certain Confidential Materials. 1.2 "Confidential Materials" are any materials, including documents, that are placed within Shred-it's Locked Security Consoles located on Customer's business premises. 1.3 "Locked Security Consoles" are secured storage containers designed for the day-to-day collection and storage of Customer's Confidential Materials. 1.4 "Shredded Material" consists of the waste material that is produced by Shred-it's mechanical shredding devices during the Document Destruction Process. 2. Shred-it Services. Shred-it will provide the following services to Customer (the "Services"): 2.1 Equipment. Shred-it will provide and maintain a reasonable supply of Locked Security Consoles and other related equipment for the collection and storage of Customer's Confidential Materials. 2.2 Document Collection and Destruction. Shred-it will: (a) physically collect Customer's Confidential Materials on a regularly scheduled basis, to be mutually determined by Shred-it and Customer; and (b) upon physical collection of the Confidential Materials, destroy, on or in reasonable proximity to Customer's business premises, the Confidential Materials through use of mechanical shredding devices (the "Document Destruction Process"). 2.3 Certification. At the conclusion of the Document Destruction Process, Shred-it will immediately provide Customer with a Certificate of Destruction. 2.4 Inspection Rights. Upon Customer's request, an authorized representative of Customer may, at any time, inspect the Document Destruction Process. 2.5 Document Disposal and Recycling. Shred-it will recycle or otherwise dispose of Customer's Shredded Material in the ordinary course of Shred-it's business. 3. Ownership of Equipment. The Locked Security Consoles and any other equipment provided to Customer by Shred-it will at all times remain the property of Shred-it. Customer will have no interest in or rights to the Locked Security Consoles or the other equipment provided by Shred-it. 4. Damaged Equipment. Customer will fully compensate Shred-it for any damage to, or loss of, the Locked Security Consoles or any other equipment supplied to Customer by Shred-it; except for any equipment loss or damage directly caused by Shred-it, which loss or damage shall be Shred-it's responsibility. 5. Service Fee. As a "Service Fee," Customer will pay Shred-it the greater of: (a) $35.44 per service visit, or (b) $3.50 per minute. Customer will pay the Service Fee within 30 days of receiving an invoice for Services upon which the Service Fee is based (the "Due Date"). Minimum service frequency will be every eight weeks. In the event Customer is required to pay a Service Fee for each remaining month of the then-current term of this Agreement pursuant to the terms of either Section 8 or Section 9, the Service Fee charged to Customer for each remaining month of the Agreement will be equal to the greater of: (a) the average monthly Service Fee assessed to Customer for all prior months of the then-current term of the Agreement; or (b) the average monthly Service Fee assessed to Customer during the immediately preceding term of the Agreement, if any. 6. Late Fees and Interest. Any outstanding balance on Customer's account, including without limitation any Service Fee remaining unpaid after the Due Date, will bear interest at the lesser rate of: (a) 1.5% per month or 18% per annum, or (b) the maximum rate permitted by law. 7. Adjustment of Fees. In the event the Initial Term provided in Section 8 is for a period of 2 years or longer, Shred-it reserves the right to modify the amount of the Service Fee from time to time; provided that Shred-it will not increase the service fee by more than 3% during any given 12 month period. 8. Term of Agreement. This Agreement will remain in force for a term of one year (the "Initial Term"), and will automatically renew for an unlimited number additional one-year terms (a "Renewal Term") unless terminated by either party, by written notice, at least 30 days prior to the expiration of either the Initial Term or of any Renewal Term. Within 10 days of termination by either party pursuant to this Section 8, Customer will pay Shred-it in full for any and all outstanding balances for Services performed by Shred-it prior to termination of the Agreement. In the event Customer terminates this Agreement prior to the completion of the Initial Term, or of any Renewal Term, Customer will pay Shred-it, in addition to other amounts owed to Shred-it, a Service Fee for each remaining month of the then- current term of this Agreement. 9. Default and Termination. If either Customer or Shred-it breaches this Agreement by failing to perform any of their respective obligations under this Agreement, the non-breaching party reserves the right to suspend performance of its obligations under this Agreement and/or to terminate this Agreement by providing 30 days written notice of termination to the party in default. Customer will, within 10 days of receiving notice of termination from Shred-it, pay Shred-it in full: (a) any and all outstanding account balances for Services performed by Shred-it prior to termination of the Agreement; and (b) a Service Fee for each remaining month of the then-current term of this Agreement. 10. Excused Performance. Shred-it will not be in breach for failure to comply with the provisions of this Agreement where Shred-it's failure is due to circumstances beyond Shred-it's reasonable control including without limitation strikes, wars, riots, civil commotion, fires, natural disasters and acts of government. 11. Assignment. Customer will not assign this Agreement without the written consent of Shred-it. 12. Miscellaneous. No amendment to this Agreement or waiver of the rights or obligations of either party is effective unless in writing signed by the parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. This Agreement contains the entire agreement and understanding of the parties concerning the subject matter of this Agreement. The parties have executed this Agreement as of the date first written above. Shred-It Customer ByJ~~~,~ Its:C~C~~f~ \ By: Its: 2