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CONTRACT 6438 One Page Service Agreement" y 00 .t Agreement No. 6438 cervices Agreement CONTRACTOR: File Keepers _. .... ............ .. DATE MAILED: _April 13, 2022 Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work. ® Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence. ® Auto Liability, including owned, non -owned and hired vehicles with at least: ® $1,000,000 per occurrence. ❑ 100,0001- 300,000 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® 'porkers' Compensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase said license (at no cost to the City). Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the Planning Manager @ (310) 524-2340 if you have questions. Copy of valid picture I.D. (Drivers license etc.) PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGER/PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Submitted b ccm fete all blanks : col li't COP)( ACK ro n°°ii", CI"'ry Company Name: By (Print name & title): File Keeper Juan Avila, President Company Street Address: Vendor's Authorized Signature , W 1!, 6277 E. Ave — City, State, Zip: Date signed: April 13,2022 Los Angeles, CA 90040-3011 Phone: FAX: 323.728.3113 323 Vendor's Email address: ......... ......._..�......._................. ._.... __......... ___............................... _. . ............... Vendors Web site: www.filekeepers.com ..._......_ Mail original agreement and insurance to: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813 Originator/Department Contact: r Uh Sandoval Date initiated: 4/18/22 Department Head Approval: Insuran vat N1 City Atlorrue; City Manager City Clerk Date Approved: 4/18/22 Date 0Apoved: ', I i 1.GENERALLY. The materials, supplies, or services (collectively, "Purchase") covered by this services agreement and purchase order ("order') must be furnished by Seller subject to all the terms and conditions contained in this order which Seller, in accepting this order, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Written acceptance or shipment of all or any portion of the Purchase covered by this order constitutes unqualified acceptance of all terms and conditions in this order. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specified the Purchase ordered, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this order. 2.INSPECTION. The Purchase furnished must be exactly as specified in this order, free from all defects in Seller's performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and places. If, before final acceptance, any any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances. If seller is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part. Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other provisions of this order, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted Purchases. Notwithstanding City's acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 3.CHANGES. City may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City's written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed. 4. TERMINATION. City may terminate this order at any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase. City may provide written notice of termination for Seller's default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City. 5.TIME EXTENSION. City may extend the time for completion if, in City's sole determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the event delay was caused by City, Seller's sole remedy is limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit. &REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law. 7.TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City's written acceptance following an actual inspection and City's opportunity to reject. &PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order. Drafts will not be honored. 9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the Purchase or the order, or their performance. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City's request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "City" includes City's officers, elected officials, and employees. It is W essry''understood' and agreed that the foregoing provisions will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order, including, without limitation, to the provisions concerning indemnification. 10.WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. 11.ASSIGNMENT. City may assign this order. Except as to any payment due under this order, Seller may not assign or subcontract the order without City's written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller's agent. 12.INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which is it performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only. 15.WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller's performance. A waiver by City of any breach of any term, covenant, or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character. %INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 17. PREVAILING WAGES. If required by applicable state law including, without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776, CONTRACTOR must pay its workers prevailing wage. It is CONTRACTOR'S responsibility to interpret and implement any prevailing wage requirements and CONTRACTOR agrees to pay any penalty or civil damage resulting from a violation of the prevailing wage laws. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY's Engineering Division or the website for State of California Prevailing wage determination at ti9t :Owww.dir.ca. ov1DL P,/P D. A copy of the prevailing rate of per diem wages must be posted at the job site. 18. CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR for CONTRACTOR's services not to exceed a total of $4,999_ (Four thousand, Nine hundred ninety-nine Dollars) for the work. CITY will pay for work as specified in the attached Exhibit "A," which is incorporated by reference. Services to include: Refer to attached Exhibit "A" CERTIFIED OFFSITE SHREDDING & CONTAINER ROTATION SERVICES (PAPER ONLY): Company provides Customer with access to locked secure containers where 'Business records can he disposed of for purpose of shredding. Company performs regularly scheduled removal and replacement of the containers, The contents of the removed containers and any additional boxesdcartons are delivered directly to an offsite shredding facility where the Business Records are shredded, The Company tracks the chain of custody with respect to such containers and boxeslcartons. Scheduled pickups can be set up on a daily, weekly„ biweekly, or monthly rotation Company, can provide unscheduled pickups within 48 hours of request. After Business Records are shredded, Company issues a. Certificate of Destruction to Customer. Standard Pick Up/Transportation Stops occur within regular business hours, are allotted 30 minutes for service, and transport fewer than 5 bins. Standard Pick. Ut1/T"ransportation Stops that exceed these parameters will incur additional Delay fees as listed. Pick U /Trans ortation - S le 1 Container, er ti rotation $16.80 each Pick Up/Tranms ortaon 5 le 2 Container, per tiplrotation $21.69 each Additional Standard Size Cartons for Shredding, Picked Up At Time of Bin Rotation $4.22 each Pick Up/Transportation, Not At Time of Bin Rotation $57,81/tri Each Additional 15m minute Delay, add $14.95 Monthly Minimum One Tip per Container Delivered Fuel Surcharge - Applied when the previous month"s price per gallon as =reportedonU.S. $8.95/work order Department of Energy, Energy Information Administration's Retail On-'Hiel — All Types for California hit s://vvw.a. ov/dnav( et ri nd dcus sca m,htds $2.00. —..._. CERTIFIED ONSITE SHREDDING & CONTAINER ROTATION SERVICES (PAPER ONLY): Company provides Customer with access to locked secure containers where Business Records can be disposed of for purpose of shredding. Company performs regularly scheduled removal of the containers and shredding of the contents and any additional boxes/cartons or loose documents at the Customer's location. Scheduled pickups can be set up on a daily, weekly, biweekly„ or monthly rotation. Company can provide unscheduled pickups within 48 hours of request. After Business Records are shredded, Company issues a Certificate of Destruction to Customer. Standard Onsite Shredding Stops occur within regular business hours, are allotted 30 minutes for service, and transport fewerthan 5 bins. Standard Onsite Shreddino Stops that exceed these parameters will incur additional Delay fees as listed.. Shredding- ')tytt2Container, Shredding - Standard Size Ca Shreddino — Loose Document: $16.80 each $21.69 each $35.90 each Minimum Service Fee, per Stop $13M Each Additional 15-minute Delay, add $14.95 Monthly Minimum w _ One Tipper Container Delivered Fuel Surcharge - Applied when the previous month's price per gallon as reported on the U.S. $8.95/work order Department of Ener gy„ Energy Information Administration'`s Retail On•Elighway Diesel Fuel —All Types for California (https: lwww.eia,govldnavlpet/pet_-Prf qnd dcus sca m.htm) prices exceeds $2.00. The File Keepers' Document Destruction Services Agreement ("Services Agreement") is provided at h!jps://fitekeepers.cornlshreddingagreement. File Keepers' document destruction services ("Services") are provided pursuant to the Services Agreement and its schedules. By signing below, you hereby accept the terms and conditions of the Services Agreement and its schedules, including this price schedule. The Services Agreement is effective as of the date you sign glow ("Effective Date"). In the event of any conflict between the Services Agreement at hit s dlflle rs.cornl hreddin a reern nt and this price schedule, the terms of the Services Agreement shall govem. FOR FILE KEEPERS LLC Juan Avila President Signature Printed Name Title Date FOR CITY OF EL SEGUNDO vtghna cure Primped h6 me Title Date This agreernent is swatmIded with the understanding that the Intorrnadon contained Meralan will not be reva,aded, disclosed, or otherwise disseminated by CITY of EL SEGUNDO to any party, iinduviduali company, agency or Other anti other than employees of CITY OF FL SEGUNDO, I CITY OF EL SEGUNDO RepresenWiruesl with a valid need tolwnDwr or be Informed wwtdhcowrt true express written consent oY FILF ftf ERS and with the expectation that CITY of EL SEGUNDO Repoesentatmes will ernpdoy the sarne at greater measures to protect the confidentiailty and prcpruedaq natwwre of 11tis wnrorrnationthat it takes to s egeaw' its Own ptoprlelary or confidential intorma6w Enclosure: Container Specifications 6277 East Slauson Avenue I Los Angeles, CA 90040-3011 1 Tel 323.728.3133 i Fax 323.728.1349 www.filekeepers.com Fomi Reviewed 2022.03.14