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Home My WebLink About20242047.tiffRESOLUTION RE: APPROVE PROFESSIONAL SERVICE AGREEMENT FOR SECURED SHREDDING AND DESTRUCTION OF PURGED DOCUMENTS, AND AUTHORIZE CHAIR TO SIGN - STERICYCLE, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, pursuant to Section 5-4-100 of the Weld County Code, the Purchasing Manager has reviewed, and deems it advisable to approve, Cooperative Council of Governments, an Equalis Group Lead Agency, to allow Weld County to participate through Group Contract #COG -2109A and Member #EG-95YG3CO, and WHEREAS, the Board has been presented with a Professional Service Agreement for Secured Shredding and Destruction of Purged Documents between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and Stericycle, Inc., commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Professional Service Agreement for Secured Shredding and Destruction of Purged Documents between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Facilities Department, and Stericycle, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. cc;%6(Po/cw) o9/oSl24 2024-2047 BG0026 PROFESSIONAL SERVICE AGREEMENT FOR SECURED SHREDDING AND DESTRUCTION OF PURGED DOCUMENTS - STERICYCLE, INC. PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 31st day of July, A.D., 2024. ATTEST: Wde#G,$) GI , ✓ �� Weld County Clerk to the Board BY. I l l. GC.Ja,t d i a Deputy Clerk to the Board County Att•` ey Date of signature: .311-11z4,1Z4, BOARD OF COUNTY COMMISSIONERS WELD COLt NTY, COLORA Kevig D Ross, Chair Perry L. B , Pro-Tem 2024-2047 BG0026 /01,4 July 25, 2024 FACILITIES DEPARTMENT PHONE: (970) 400-2020 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 To: Board of County Commissioners From: Curtis Naibauer Subject: Secure shredding services Weld County has been contracting with Stericycle for the secure shredding and destruction of documents over the past few years. The existing agreement with Stericycle has been terminated. Stericycle currently has agreement #COG -2109A with the Cooperative Council of Governments that Weld County can participate in. Under Weld County Code section 5-4-100 — Cooperative purchasing, this cooperative agreement participation is allowed. The Facilities Department recommends approval of this cooperative purchasing agreement. Sincerely, Curtis Naibauer Interim Director 2024-2047 7/31 BC ODZIo PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND STERICYCLE, INC. THIS AGREEMENT is made and entered into this 31 day of July 2024, by and between the Board of Weld County Commissioners, on behalf of the Purchasing Department, hereinafter referred to as "County," and Stericycle, Inc., hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibits; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. WHEREAS, County is being quoted the rates under a cooperative agreement through Equalis Group Contract #COG -2109A, and the County is a member of Equalis, Member #: EG-95YG3CO. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibits, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibits, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of the Master Agreement between Cooperative Council of Governments, Stericycle, Inc., and Equalis Group LLC. Exhibit B consists of Contractor's Standard Agreement with the County and its Attachment A, which is a table describing service locations in the county. Exhibit C consists of summary of Shred -it and Equalis Group Publicly Procured Master Agreement Contract #COG -2109A. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the Work described in 1 the attached Exhibits. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement and shall continue through and until Contractor's completion of the responsibilities described in the attached Exhibits. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT -INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the 2 County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by contract modification or amendment. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated modification or amendment, unless approved and documented otherwise by the County Representative. Any change in work made without such prior modification or amendment shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $ 95,096 as set forth in the Exhibits. No payment in excess of that set forth in the Exhibits will be made by County unless a contract modification or amendment authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be entitled to be paid for any other expenses (e.g., mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this 3 Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees, and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records, and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants 4 that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. Upon completion of the Work and upon request by the County, Contractor shall submit to County all, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13.Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. Types of Insurance. Workers' Compensation /Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. 5 Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above -described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense, and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all 6 rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. 15. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes, or Governmental actions. 18. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, contract modifications or amendments, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: a) personal service by a reputable courier service requiring signature for receipt; or b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Stericycle, Inc. "Shred -it" 7 Position: Address: 2355 Waukegan Road, Bannockburn, Illinois 60015 Address: E-mail: Michael.Cimafonte@stericycle.com Phone: 720-525-7977 TO COUNTY: Name: Weld County Government Position: Toby Taylor, Procurement Manager Address: 1301 N. 17th Ave., Greeley, CO 80632 Address: E-mail: ttaylor@weldgov.com Phone: 970-400-4454 19. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 20. Non -Exclusive Agreement. This Agreement is nonexclusive, and County may engage or use other Contractors or persons to perform services of the same or similar nature. 21. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 22. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 23. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 24. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 8 25. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 27. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 28. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado, or its designee. 29. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Public Contracts for Services Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement. Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall notify the subcontractor and County within three (3) days that Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and 9 shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with reasonable requests made in the course of an investigation by the Colorado Department of Labor and Employment. Contractor shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contractor shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee and shall comply with all the other requirements of federal or state law. If Contractor fails to comply with any requirement of this provision, County, may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5- 103(3), if Contractor receives federal or state funds under the contract, Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States, if such individual applies for public benefits provided under the contract. If Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by federal or state law, and (c) shall produce one of the forms of identification required by federal law prior to the effective date of the contract. 31.Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 32. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 10 CONTRACTOR: By: Na Name: Mike Cimafo Title: Senior Sales Executive rt-t 07/31/2024 Date of Signature WELD CTY• ...140;&k.ATTEST• A-� Weld ou ty Clerk to th _ Board WELD CO COLS ' DO Kevin D'Ross, Chair JUL 3 1 2024 [Rest of this page BOARD OF COUNTY COMMISSIONERS 11 Exhibit A Master Agreement between Cooperative Council of Governments, Stericycle, Inc., and Equalis Group LLC. [See Attached] Exhibit B Contractor's Standard Agreement with the County and its Attachment A, which is a table describing service locations in the county. [See Attached] Exhibit C Summary of Shred -it and Equalis Group Publicly Procured Master Agreement Contract #COG -2109A. [See Attached] 12 ExV,i'bit. This Agreement, #COG -2109A, entered into as of the 1st of January in the year of 2021. MASTER AGREEMENT between Cooperative Council of Governments 6001 Cochran Road, Suite 333 Cleveland, Ohio 44139 and Stericycle, Inc. 2355 Waukegan Road Bannockburn, Illinois 60015 and Equalis Group LLC 5550 Granite Parkway, Suite 298 Plano, Texas 75024 Table of Contents SECTION 1. RECITALS 1 SECTION 2. BUSINESS TERMS 2 2.1. Appendices 2 2.2. Terms in Appendices. 2 2.3. Utilization of Services 2 2.4. Personnel & Equipment 2 2.5. Rates & Charges 2 SECTION 3. TERMS & CONDITIONS 2 3.1. Independent Contractors 2 3.2. Operational Control 2 3.3. Technical Systems; Intellectual Property 3 3.4. Confidentiality 3 3.5. Indemnification 4 3.6. Notice & Opportunity to Defend; Limitations & Thresholds 5 3.7. Stericycle Insurance 5 3.8. Termination Rights 5 3.9. Effects of Termination 6 3.10. Audit of Stericycle Error! Bookmark not defined. 3.11. Force Maieure 6 3.12. Notices 6 3.13. Waiver 6 3.14. Governing Lava; Invalidity 6 3.15. Modification 7 3.16. Assignment 7 3.17. No Third -Party Beneficiaries; Survival of Representations 7 3.18. Entire Agreement 7 3.19. Execution in Countemarts 7 3.20. Titles, Headings & Recitals 7 3.21. Nondiscrimination & Intimidation 7 APPENDIX A: TERM OF AGREEMENT; NOTICES 9 APPENDIX B: PRODUCTS & SERVICES; PRICING 10 THIS MASTER COOPERATIVE PURCHASING AGREEMENT (this "Master Agreement"), effective as of January 1, 2021 (the "Effective Date"), is entered into by and between The Cooperative Council of Governments, Inc., an Ohio non-profit corporation organized as a regional council of governments under Chapter 167 of the Ohio Revised Code, with its principal place of business at 6001 Cochran Road, Suite 333, Cleveland, Ohio 44139 ("CCOG"), Stericycle, Inc., a Delaware Corporation with its principal place of business at 2355 Waukegan Road, Bannockburn, Illinois 60015 ("Stericycte"), and Equalis Group LLC, a Delaware limited liability company with its principal place of business at 5550 Granite Parkway, Suite 298, Plano, Texas 75024 ("Equalis"). Throughout this Master Agreement, CCOG, Stericycle, and Equalis are referred to interchangeably as in the singular "Party" or in the plural "Parties." SECTION 1. RECITALS A. CCOG is a Council of Governments formed under Chapter 167 of the Ohio Revised Code and established for the purpose of (a) developing and implementing certain sound business practices and processes as shared services to be made available to its members, and (b) serving as a lead public agency (a "Lead Public Agency") for Equalis Group ("Equalis Group"), a national cooperative purchasing organization, by publicly procuring Master Agreements for products and services to be made available to current and prospective Equalis Group members ("Equalis Group Member" or "Member). B. Equalis is the third -party procurement administrator for and duly authorized agent of CCOG, and in that role manages the procurement, marketing, sales, reporting, and financial activities of, for, and on behalf of CCOG at the direction and with the authorization of the CCOG Board of Directors. C. To the extent that the laws of a state, region, territory, and/or country permit, any public sector entity may join Equalis Group as a Member. The term "Public Sector Entities" includes, but is not limited to, political subdivisions, municipal corporations, counties, townships, villages, school districts, special districts, public institutions of higher education or training, units of government, state/regional/territorial agencies, state/regional/territorial governments, federal/national agencies, federal/national governments, and other entities receiving financial support from tax monies and/or public funds. D. Any organization that is exempt from federal income tax under Section 5011c031 of the IRS Code, and any other entity if permitted under the IRS Code and other applicable law, including for-profit companies, may also join Equalis Group as a Member. E. Equalis Group makes its Master Agreements available through groups and associations ("Association Partners") that contract with Equalis for the purpose of providing additional benefits to the members of such Association Partners. F. Members, Association Partners, and Association Partners' members are referred to throughout this Master Agreement as Equalis Group participants ("Equalis Group Participants"). G. CCOG issued request for proposal ("RFP") #COG -2109 dated October 2, 2020 for contracting on behalf of Equalis Group Participants for records and document destruction ("Services") and awarded a contract to Stericycle as the lowest responsive and responsible bidder. H. Stericycle desires to promote and expand its operations and increase the sales of its Services to public sector, private sector, and non-profit organizations through Equalis Group. I. CCOG and Equalis agree to make the Services from Stericycle available to Equalis Group Participants and Stericycle agrees to provide the same to Equalis Group Participants who purchase Services ("Program Participants") subject to the terms of this Master Agreement. -1- NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following terms and conditions: SECTION 2. BUSINESS TERMS 2.1. Appendices. Stericycle agrees to provide Services to Program Participants as may be agreed to by the Parties in accordance with the specific terms and conditions set forth in this Master Agreement and the appendices attached hereto and made a part of this Master Agreement (if one, an "Appendix" ar more, "Appendices"). (i) Appendix A defines the Term of this Master Agreement and Addresses for Notices. (ii) Appendix B sets forth the Services and pricing available to Program Participants under this Master Agreement. 2.2. Terms in Appendices. In all cases where the terms of this Master Agreement and any Appendices disagree, the terms in the Appendix shall control. 2.3. Utilization of Services. Purchases of the Services from Stericycle may only be made by any Equalis Group Participant upon execution of such credit applications, forms, agreements, appendices, or other documentation ("Customer Agreements") as mutually agreed upon by Stericycle and Equalis. 2.4. Personnel & Equipment. The Parties agree that the number and types of any subcontractors, personnel, or specialized equipment which may be required to furnish Services to Program Participants will be determined by Stericycle. Stericycle agrees to engage the number and types of subcontractors, personnel, and/or specialized equipment necessary to furnish the types of Services as specified in Appendix B to all Program Participants throughout the Term, as defined in Appendix A, of this Master Agreement and any Customer Agreement. 2.5. Rates & Charges. The rates, fees, and charges to be charged to and paid by Program Participants for Services are set forth in Appendix B. Stericycle agrees that there are no other applicable rates, fees, charges, or other monetary incentives for Services except those set forth in Appendix B. SECTION 3. TERMS & CONDITIONS 3.1. Independent Contractors. In the performance of this Master Agreement, Stericycle shall be an independent contractor to CCOG and Equalis, and shall not be or act as, or be deemed to otherwise be an agent, employee, or representative of CCOG, Equalis, or any Equalis Group Participant. CCOG and Equalis shall be independent contractors to Stericycle, and shall not be or act as, or be deemed to be agents, employees, or representatives of Stericycle. Stericycle's employees will not be deemed to be CCOG's and/or Equalis's employees or employees of any Equalis Group Participant, and CCOG's and Equalis's employees will not be deemed to be Stericycle's employees. Nothing contained in an Appendix or this Master Agreement may be construed to be inconsistent with that relationship or status. No Party exercises direct control or supervision over the employees of the other Parties and, in fact, each Party disavows any right to do so, and no Party in any way directs the operations of the other Parties or the manner of the other Parties' performance. No partnership, joint venture, or other relationship between the Parties or any Equalis Group Participant is created hereby. 3.2. Operational Control. (a) Stericycle Control As between the Parties, Stericycle shall have sole and exclusive control over the manner in which Stericycle and its employees, agents, subcontractors, and suppliers perform its responsibilities under this Agreement. Stericycle shall engage, employ, or subcontract with such individuals or other entities as it may deem necessary in connection therewith, provided, however, that Stericycle -2- furnishes the types and quantities of Services specified in Appendix B to all Program Participants purchasing Services throughout the Term of this Master Agreement and Stericycle executes its roles and responsibilities in accordance with any Customer Agreements. Such individuals shall not be considered employees or subcontractors of CCOG, Equalis, or any Equalis Group Participant, and shall be subject to employment or engagement, and discharge, discipline, and control solely and exclusively by Stericycle. (b) Equalis Control. As between the Parties, Equalis shall have sole and exclusive control over the manner in which Equalis and its parent company, employees, agents, subcontractors, and suppliers perform its responsibilities under this Master Agreement. Equalis shall engage, employ, or subcontract with such individuals or other entities as it may deem necessary in connection therewith. Such individuals shall not be considered employees or subcontractors of CCOG, Stericycle, or any Equalis Group Participant, and shall be subject to employment or engagement, and discharge, discipline, and control solely and exclusively by Equals. (c) Taxes. Except as otherwise specified herein, each Party shall be solely responsible for the payment of any and all wages and fringe benefits, local, state, and federal payroll taxes or contribution of taxes for unemployment insurance, pensions, workers' compensator, and other Social Security and related protection with respect to those employees engaged by that Party pursuant to the performance of this Master Agreement. Each Party will make and submit, in its name, all reports and payments required by federal, state, or local laws related to its employees, agents, subcontractors, and suppliers. 3.3. Technical Systems Intellectual Property. Stericycle shall retain title to its proprietary systems and methodologies used in connection with the delivery of Services during the course of this Master Agreement, including, but not limited to, descriptions of the systems or methodologies, document templates, and/or project tools and software, whether owned by Stericycle or licensed to Stericycle by a third Party and incorporated into any sale of Services ("Stericycle Systems and Methods"). As needed, Stericycle shall grant a limited license to all Program Participants subject to this Master Agreement to use Stericycle's Systems & Methods during the Term of this Master Agreement and for the duration of any Customer Agreements established between Stericycle and a Participant to purchase Services subject to the terms of this Master Agreement until such Customer Agreements expire or are terminated. 3.4. Confidentiality. (a) Obligation. The nature and details of the business relationship established by this Master Agreement, and the business information regarding the other Party(ies) (the "Disclosing Party") to which a Party(ies) (the "Receiving Party") may become privy during the Term of this Master Agreement (collectively, the "Information") constitute confidential and proprietary information, the disclosure, copying, or distribution of which could result in competitive harm to the Disdosing Party. Each Party agrees to maintain the other Parties' Information in the strictest confidence and agrees not to disclose, copy, or distribute the other Parties' Information, whether orally or in writing, directly or indirectly, in whole or in part, except to those of the Receiving Party's employees, agents, subcontractors, and suppliers with a need to know the Information. The foregoing will not limit a Receiving Party, for purposes of marketing, from informing actual or potential Equalis Group Participants of the existence of a contractual relationship between the Parties. The Parties further agree that they will require that all of their employees, agents, subcontractors, and suppliers abide by the terms of these confidentiality obligations. The confidentiality obligations set forth in this section will continue in effect for the Term of this Master Agreement and fora period of two (2) years after the date this Master Agreement is terminated or expires. (b) Exceptions. Nothing herein will apply to any information (a) which is or becomes generally available to the public other than as a result of a disclosure by a Receiving Party or its representatives, (b) which was available on a non -confidential basis prior to its disclosure by the Disclosing Party or its representatives, (c) which becomes available to a Receiving Party on a non -confidential basis from a source other than the Disclosing Party or its representatives, provided that such source is not known to be subject to any prohibition against transmitting the information, (d) which is disclosed pursuant to an order of court; -3- provided that in the event that proprietary information is disclosed or threatened to be disclosed pursuant to this clause (d), the Receiving Party will give the original Disclosing Party prompt, written Notice, as hereinafter defined, of such threatened disclosure and the right to defend against such disclosure, at Disclosing Party's expense, and provided further that the original Receiving Party will cooperate reasonably in such defense, or (e) which is subject to a Freedom of Information Act Request or other public records request to which a Party is, or may be, required to respond by applicable law. 3.5. Indemnification. (a) Stericycle Indemnification. Except as otherwise provided herein and to the extent permitted by law, Stericycle shall indemnify, defend, and hold harmless ("Indemnifying Party") CCOG and Equalis, and their respective officers, directors, employees, agents, subcontractors, suppliers, and all Equalis Group Participants subject to this Master Agreement (the "Indemnified Party") from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement, and reasonable attorneys' fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party ("Losses") to the extent they are caused by gross negligence, willful misconduct, noncompliance with applicable laws, or strict products liability of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party's gross negligence, willful misconduct, noncompliance with applicable laws, or strict products liability. (b) CCOG Indemnification. Except as otherwise provided herein and to the extent permitted by law, CCOG shall indemnify, defend, and hold harmless ("Indemnifying Party") Stericyde, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the "Indemnified Party") from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement, and reasonable attorneys' fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party ("Losses") to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party's gross negligence, willful misconduct, or noncompliance with applicable laws. (c) Equalis Indemnification. Except as otherwise provided herein and to the extent permitted by law, Equalis shall indemnify, defend, and hold harmless ("Indemnifying Party") Stericycle, its officers, directors, employees, agents, subcontractors, and suppliers subject to this Master Agreement (the "Indemnified Party") from and against any and all liabilities, damages, fines, penalties, costs, claims, interest, and expenses (including costs of defense, settlement and reasonable attorneys' fees), including any claim arising from environmental health and safety laws or regulations, which are generated by claims, allegations, actions, causes of action, demands, assertions, adjudications, or suits which arise out of damage to or destruction of any property, or bodily injury (including death) suffered by any person including the Indemnified Party ("Losses") to the extent they are caused by gross negligence, willful misconduct, or noncompliance with applicable laws of the Indemnifying Party or its employees, agents, subcontractors, and suppliers. With respect to a claim under this Master Agreement, the liability of the Indemnifying Party is limited to the extent of such Indemnifying Party's gross negligence, willful misconduct, or noncompliance with applicable laws. -4 3.6. Notice & Opportunity to Defend; Limitations & Thresholds. (a) Notice; Opportunity. If any Losses are asserted against an Indemnified Party, such Indemnified Party shall notify the Indemnifying Party as promptly as practicable and give it an opportunity to defend the same. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such defense. In the event that the Indemnifying Party in connection with such claim fails to defend against the claim within thirty (30) days after Notice of such claim, the Indemnified Party shall be entitled to assume the defense thereof, and the Indemnifying Party shall be liable to repay the Indemnified Party entitled to indemnification for all its expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) until the Indemnifying Party assumes such defense. The attorneys prosecuting such defense on behalf of a Party must be acceptable to the Indemnified Party, which acceptance shall not be unreasonably withheld. (b) Liability. Notwithstanding any other provision of this Master Agreement, indemnity obligations entered into hereunder shall be due only to the extent of the Losses actually suffered by an Indemnified Party (i.e., reduced by any offsetting or related asset or service received and any recovery from any third Party). The Indemnifying Party shall be subrogated to all rights of the Indemnified Party against any third party with respect to any claim for which indemnity was paid. 3.7. Stericycle Insurance. During the Term of this Master Agreement, and for two (2) years following expiration or termination of this Master Agreement, Stericycle, at its own expense, shall maintain and shall require that its agents, subcontractors, and suppliers engaged in Stericycle's performance of its duties under this Master Agreement maintain general liability insurance, property insurance, and automobile insurance (at a minimum, in the amount of $1,000,000 per occurrence/$5,000,000 annual aggregate) applicable to any claims, liabilities, damages, costs, or expenses arising out of its performance under this Master Agreement, or any Appendix, and with respect to, or arising out of, Stericycle's provision of Services to Program Participants. CCOG, Equalis, and their respective officers, directors, employees, and agents will be named as additional insureds via the vendor broad form endorsement on Stericycle's related insurance policies. All such insurance policies shall incorporate a provision requiring the giving of written Notice to CCOG and Equalis at least thirty (30) days prior to the cancellation, nonrenewal, and/or material modification of any such policies. Stericycle shall submit to Equalis within ten (10) calendar days after the Effective Date of this Master Agreement, and prior to furnishing Services to any Program Participants, valid certificates evidencing the effectiveness of the foregoing insurance policies. Stericycle shall provide such valid certificates on an annual basis until the terms of this section are no longer applicable. 3.8. Termination Rights. The Parties shall have the termination rights set forth below. (a) Insolvency. If a petition in bankruptcy is filed by any Party, or if any Party is adjudicated as bankrupt, or if any Party makes a general assignment for the benefit of creditors, or if a receiver is appointed on account of the insolvency of any Party, then the other Parties, without prejudice to any other right or remedy, may terminate this Master Agreement upon giving at least five (5) business days prior written Notice of such termination. (b) Mutual Consent. This Master Agreement, or any Appendix, may be terminated at any time by the mutual written consent of the Parties. (c) Breach. In the event that any Party commits a material breach of its obligations under this Master Agreement, except for a payment obligation, the non -breaching Party(ies) may provide written Notice describing the material breach to the breaching Party. The breaching Party will have thirty (30) calendar days to cure such breach or provide acceptable reassurance to the non -breaching Party(ies), or, if the Parties agree that a cure or reassurance is not feasible within thirty calendar (30) days, such period of time for cure or satisfactory reassurance as the Parties may agree in writing. If the breach is not cured within such period or if satisfactory reassurance is not accepted by the non -breaching Party(ies) in such period, then the Party(ies) -5- not in breach may terminate this Master Agreement upon ten (10) business days written Notice at the Addresses for Notices set forth in Appendix A. 3.9. Effects of Termination. Upon termination of this Agreement for any reason, Stericycle shall immediately cease any contracting for Services to any Program Participant under and through the terms of this Master Agreement. Following the date of termination, Stericycle shall not be precluded from selling its products and services to individuals, businesses, and entities that were Program Participants when this Master Agreement was in effect either directly or through some other contract vehicle. Following the date of termination, CCOG and Equalis shall not be precluded from transitioning individuals, businesses, and entities that were Program Participants when this Master Agreement was in effect to another agreement or Equalis Group supplier partner. 3.10. Audit of Stericycle. Stericycle will maintain clear, accurate and complete records regarding their performance under this Agreement. Upon reasonable request, Stericycle shall promptly, but no more than ninety (90) days following such request, (a) provide its annual audited financial statements and (b) submit copies of any regulatory or compliance reports. In addition, no more than once per year, CCOG and Equalis may, upon reasonable notice, perform audits or other due diligence reviews of Stericyde's, and its and their subcontractors' policies, procedures, training materials, audit and compliance reports, facilities, systems, data, and records relating to the Services. Stericyde shall promptly and satisfactorily remediate—any material deficiencies identified during any audit. Furthermore, Stericycle shall cooperate with CCOG and Equalis and the relevant supervisory authority in the event of litigation, examination or general inquiry. Any travel costs incurred by either CCOG or Equalis as a result of an audit are the responsibility of the auditing party. 3.11. Force Majeure. This Master Agreement will be temporarily suspended during any period to the extent that any Party during that period is unable to carry out its obligations under this Master Agreement or the Appendices by reason of an Act of God or the public enemy, act of terrorism, fire, flood, labor disorder not caused by Stericycle, civil commotion, closing of the public highways not caused by Stericycle, government interference, government regulations, or any other event or occurrence beyond the reasonable control of the affected Party ("Event of Force Majeure"). No Party will have any liability to the other Party(ies) for a delay in performance nor failure to perform to the extent this Master Agreement or any Appendix is so temporarily suspended; provided that nothing contained herein shall apply to payment obligations with respect to obligations which have already been performed under this Master Agreement. If the provision of Services are impeded due to an Event of Force Majeure, then Stericycle may apportion the provision of Services among its present and future customers on a fair and reasonable basis after consulting with Equalis and the Program Participants potentially affected and in a manner that would not reasonably be expected to disproportionately affect Program Participants. 3.12. Notices. All notices, claims, certificates, requests, demands, and other communications required or permitted hereunder ("Notice") must be in writing and will be deemed given to the Addresses for Notices (a) when delivered personally to the recipient, (b) upon delivery by reputable overnight courier service (charges prepaid), or (c) upon delivery or refusal of delivery by certified or registered mail, return receipt requested, and addressed to the intended recipient. The Parties agree that the day-to-day business communications, including notification of a change of address, pricing updates, or revisions to any Appendix, maybe made via electronic communication. 3.13. Waiver. Other than the rights and obligations with respect to payment provided by this Master Agreement, waiver by any Party(ies) of or the failure of any Party(ies) hereto to enforce at any time its rights with regard to any breach or failure to comply with any provision of this Master Agreement by the other Party(ies) may not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other future breach of or failure to comply with the same provision or any other provision of this Master Agreement. 3.14. Governing Law; Invalidity. This Master Agreement shall be construed and enforced in accordance with, and govemed by, the laws of the State of Ohio without regard to rules of conflict of laws. If any provision of this Master Agreement is declared unlawful or unenforceable by judicial determination or performance, then the remainder of this Master Agreement shall continue in force as if the invalidated provision did not exist. Any suits filed by any Party pursuant to this Master Agreement shall be brought in a court of competent jurisdiction located in Cuyahoga County, -6- Ohio. In the event any Party initiates a suit and that suit is adjudicated by a court of competent jurisdiction, the prevailing Party shall be entitled to seek reasonable attorney's fees and costs from the non -prevailing Party in addition to any other relief to which the court determines the prevailing Party is entitled or awarded. 3.15. Modification. No release, discharge, abandonment, waiver, alteration, or modification of any of the provisions of this Master Agreement, or any of the Appendices incorporated herein, shall be binding upon any Party unless set forth in a writing signed by authorized representatives of the Parties. 3.16. Assignment. This Master Agreement and the rights and obligations hereunder may not be assignable by any Party hereto without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that Stericycle and Equalis may assign their respective rights and obligations under this Master Agreement without the consent of the other Parties in the event either Stericycle or Equalis shall hereafter effect a corporate reorganization, consolidation, merger, merge into, sale to, or a transfer of all or substantially all of its properties or assets to another entity. Subject to the preceding sentence, this Master Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns. Any instrument purporting to make an assignment in violation of this section shall be null and void. This Master Agreement may be extended to additional entities affiliated with the Parties upon the mutual agreement of the Parties. No such extension will relieve the extending Party of its rights and obligations under this Master Agreement. 3.17. No Third -Party Beneficiaries; Survival of Representations. This Master Agreement is made solely for the benefit of the Parties to it, and no other persons will acquire or have any right under or by virtue of this Master Agreement. Except as otherwise provided herein, all representations, warranties, covenants, and agreements of the Parties shall remain in full force and effect regardless of any termination of this Master Agreement, in whole or in part. 3.18. Entire Agreement. This Master Agreement, together with all attachments, appendices, and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written representations and agreements with regard to the same subject matter. The Parties acknowledge that this Master Agreement has been negotiated and incorporates their collective agreement as to the provisions to be contained herein. Therefore, no presumption will arise giving benefit of interpretation by virtue of authorship of any provision of this Master Agreement, and any ambiguity may not be construed for or against any Party. Stericycle's complete and final RFP response is hereby incorporated into and made part of this Master Agreement. 3.19. Execution in Counterparts. This Master Agreement may be executed in one or more counterparts, each of which will be deemed an original. For purposes of this Master Agreement, a facsimile, scanned, or electronic signature will be deemed an original signature. 3.20. Titles, Headings & Recitals. The Preamble to this Master Agreement is hereby incorporated herein and made part of this Master Agreement. The Recitals stated within this Master Agreement are deemed to be a part of this Master Agreement. The titles and headings of the sections and paragraphs of this Master Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Master Agreement. 3.21. Nondiscrimination & Intimidation. (a) Stericycle expressly agrees that in the hiring of employees for the performance of work or services under this Master Agreement or any subcontract, Stericycle, its subcontractors, or any person acting on a Stericycle's or its subcontractor's behalf shall not discriminate in the hiring of employees by reason of race, creed, sex, disability as defined in Section 4112.01 of the Ohio Revised Code nor shall it discriminate against any citizen of the State of Ohio in the employment of labor or workers who are qualified and available to perform the Work to which the employment relates. 7 (b) Stericycle expressly agrees that Stericycle, any of its subcontractors, or any person on behalf of Stericycle or its subcontractors in any manner shall not discriminate against or intimidate any employee hired for the performance of work or services under this Master Agreement on account of race, creed, sex, disability as defined in Section 4112.01 of the Ohio Revised Code, or color. (c) Stericycle expressly agrees to include the provisions of this section in each of its written subcontractor agreements for the Services subject to this Master Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Master Agreement to be executed by their duly authorized representatives as of the Effective Date. THE COOPERATIVE COUNCIL OF GOVERNMENTS, INC. By: Scott A_ Morgan (Jan O,2104:16E, Name: Scott A. Morgan As: CCOG Board President Date: Jan 12, 2021 EQUALIS GROUP, LTD. By: Name: Eric Merkle As: SVP, Sourcing & Operations Date: Jan 11, 2021 -8- STERICYCLE J t y i'airdaa By: lintnty Ran all (last 11, 2011 t2,A2 Es(! Name: Jimmy Randall As: RVP, National Accounts Date: Jan 11, 2021 APPENDIX A: TERM OF AGREEMENT; NOTICES This Appendix may be modified at any time with the mutual written consent of the Parties. The Term. This Master Agreement and the Appendices attached hereto will become effective as of the Effective Date. This Master Agreement will remain in effect for approximately five (5) years and expire on December 31, 2025 (the "Termination Date") unless extended or unless otherwise terminated or cancelled as set forth in the Master Agreement (the "Initial Term"). This Master Agreement may be renewed at any time by the mutual written consent of the Parties (each a "Renewal Term") unless this Master Agreement is terminated as set forth herein. The Initial Term together with all Renewal Terms exercised are hereinafter collectively referred to as the "Term." 2. Addresses for Notices. a. If to CCOG: The Cooperative Council of Governments, Inc. Attn: Board President 6001 Cochran Road, Suite 333 Cleveland, Ohio 44139 Facsimile: 440.337.0002 b. If to Stericycle: and with copy to: Stericycle, Inc. Attn: National Accounts, Dir. of Bus. Dev. 2355 Waukegan Road Bannockburn, Illinois 60015 c. If to EQUALIS: Equalis Group, Ltd. Attn: Eric Merkle, SVP 5550 Granite Parkway, Suite 298 Plano, Texas 75024 Stericycle, Inc. Attn: Office of General Counsel 2355 Waukegan Road Bannockburn, IL 60015 APPENDIX B: SERVICES; PRICING The following terms and conditions will apply to any purchase or utilization of the Services from Stericycle. This Appendix may be modified at any time with the mutual written consent of Stericycle and Equalis. 1. Services Stericycle will provide the following Services to Equalis Group Participants at Equalis Group Participants locations: (a) Regular/Recurring Services. i. Stericycle will supply locking containers (secure consoles and/or secure bins) and related equipment on Customer's premises for the collection of Equalis Group Participant's paper and other agreed upon materials ("Customer Confidential Materials" or "CCM"). The number of consoles will be determined by Stericycle and Customer after consultation with Equalis Group Participants. Subject to the Schedule, additional consoles may be added to this Agreement and shall automatically become a part of and subject to the terms hereof. ii. Stericycle will: (i) collect the CCM on a regularly scheduled and mutually agreed basis and (ii) destroy the CCM using a mechanical device (the "Destruction Process"). iii. Stericycle will recycle or otherwise dispose of the CCM after destruction. iv. Within a reasonable time following completion of the Destruction Process, Stericycle will provide Customer with a Certificate of Destruction. v. An authorized representative of Equalis Group Participants may, at any time, inspect the Destruction Process. (b) Mass Destruction Services. At any time during the term of this Agreement and during any Renewal Term, Equalis Group Participants may request that Stericycle perform mass destruction services ("Purge") on a single transaction basis. Both Parties shall execute a Statement of Work setting forth the fees for the Purge, in compliance with the agreed to pricing structure as set forth herein, and the particulars of the service. The definition of Services may be amended from time to time upon the mutual written agreement of Stericycle and Equalis. 2. Pricing for Services Please see the attached product and pricing sheet. 3. Price Adjustments Should it become necessary or proper during the term of this contract to make any change in design or any alterations that will increase expense, Equalis Group must be notified immediately. Price increases must be approved by CCOG and no payment for additional materials or services, beyond the amount stipulated in the contract, shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Stericycle must honor previous prices for thirty (30) days after approval and written notification from Equalis Group if requested. - 10 - It is Vendor's responsibility to keep all pricing up to date and on file with Equalis Group. All price changes must be provided to Equalis Group, using the same format as was accepted in the original contract. -11- Agreement - Stericycle and CCOG (Master) 2020.01.11 Final Audit Report 2021-01-12 Created: 2021-01-11 By: David Robbins (drobbins@equalisgroup.org) Status: Signed Transaction ID: CBJCHBCAABAARSf3dlQayicSGVhBB1t6oVylvXrKeuKV "Agreement - Stericycle and CCOG (Master) 2020.01.11" Histor y t Document created by David Robbins (drobbins@equalisgroup.org) 2021-01-11 - 2:06:36 PM GMT- IP address: 23.126.70.39 C,, Document emailed to Eric Merkle (emerkle@equalisgroup.org) for signature 2021-01-11 - 2:08:03 PM GMT e Email viewed by Eric Merkle (emerkle@equalisgroup.org) 2021-01-11 - 4:49:23 PM GMT- IP address: 216.201.207.58 6© Document e -signed by Eric Merkle (emerkle@equalisgroup.org) Signature Date: 2021-01-11 - 4:49:33 PM GMT - Time Source: server- IP address: 216.201.207.58 Ce Document emailed to Jimmy Randall (jimmy.randall@stericycle.com) for signature 2021-01-11 - 4:49:35 PM GMT t Email viewed by Jimmy Randall (jimmy.randall@stericycle.com) 2021-01-11 - 5:02:35 PM GMT- IP address: 67.191.191.78 d Document e -signed by Jimmy Randall (jimmy.randall@stericycle.com) Signature Date: 2021-01-11 - 5:42:16 PM GMT - Time Source: server- IP address: 67.191.191.78 El Document emailed to Scott A. Morgan (smorgan@cuyahogalibrary.org) for signature 2021-01-11 - 5:42:17 PM GMT t Email viewed by Scott A. Morgan (smorgan@cuyahogalibrary.org) 2021-01-12 - 1:16:15 PM GMT- IP address: 66.213.22.193 d© Document e -signed by Scott A. Morgan (smorgan@cuyahogalibrary.org) Signature Date: 2021-01-12 - 1:16:33 PM GMT - Time Source: server- IP address: 66.213.22.193 Adobe Sign Q Agreement completed. 2021-01-12 - 1:16:33 PM GMT E hTb;*3 •::• Stericycle' I A Shred -it Standard Agreement Effective Date _07/01/2024_ between Stericycle, INC and _ Weld County Government_ located at _1301 N. 17th Ave, Greeley, CO 80632_ Contract Entities: (Sold to) : Billing Information Customer/Company Name: Weld County Government Address 1: 1301 N. 17"' Ave Address 2: City / State / Zip: Greeley, CO 80632 Phone:970-400-4454 Email: ttnInrf weldgov:com Contact: Toby Taylor Title: Procurement Manager Ace. Address. ame REGULAR SERVICE OFF SITE (PAPS, per pkkup Billing Contact/Company Name: Weld County Government Address 1: PO Box 758 Address 2: City / State / Zip: Greeley, CO 80632 Phone: 970-400-4454 Email: accountpayable@weldgov.com Contact: Title: API: 7% 07/01/2079 Metro Surcharge: $ 0 Per Stop Recycling Reco charge: $G CONSOLE (SIANDAfl D} Address: Eae Von° AUacl ch ac None API: 7% Increase: 12 07/01/2029 Metro Surcharge: $0 Per Stop Environmental Surcharge: ;>Q Fuel Surcharge: $0 ftecYcling Recovery Surcharge:50 Recycling Recovery Cp'. %tl me: Se Sit Address: 65 Gallon Tote Ev Various, See Attachment $1000 per canto incr Minimum includes 1 each None API: 7% 07/01/202S Metro Surcharge: $ 0 Per Stop ft ov %0 Contract Effective Date: GPO: Omnia Partners rantee; Stericyde guarantees to deliver the highest quality service at all Times. Any complaints about the quality of service whkh have not been resolved In the normal course of business should M communicated to y written notice to the Account Grc department at tha address listed hebw. If Stedeyek fails to resolve any material service complaint within thirty (30) days, the astomer may terminan this Agreemen! provided all Stericycle: Contracting Entity: Stericycle INC. Name: Mike Cimafonte Title: Senior Sales Executive Date: 07/31/2024 Signat ur2:71/:C e, ealta,?i Customer: Customer/Company: Name: Title: Date: Signature: The off, Mil^xpve 0,112029 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, 5tericycle, INC. 2355 Waukegan Road, Bannockburn, IL 60015 P (866) 783-7422. F (866) 783-7432 Weld County Government Offices- Shred it Service Locations Attachment A Location Name Contact Phone 970-400-3447 Street No/ Name 315 N 11th Ave Bldg B 2nd floor City Greeley State Postal [ode 80631 Standard Consoles 65 Gallon Service Frequency Every4 Weeks Price per Service $45.00 Annual Price $585.00 Weld County Missile Park Weld County Training Center Weld Cpunry Buildings and Grounds Weltl County Pest and Weeds/ Public Wprks Weld County Administrative 0frices Weld Cpunry Alternative Programs Weld County Flee Maintenance 970-400-2023 970-400-2023 10611 Spur g257 1104 HS[ CO 80634 80631 Every4 Weeks Every4 Weeks $45.00 $45.00 $585.00 $585.00 970-400-2023 1105 H St CO 80631 Weekly $51.00 $2,652.00 970-400-3756 1111 H St 80631 antler junior Weekly $63.00 $3,276.00 970-400-4216 11500 St 80631 Weekly 575.00 $3,900.00 970-400-2990 1390 N 17th Ave 80631 Weekly $51.00 $2,562.00 970-400-3513 1399 N 17th Ave 80631 Every4 Weeks $45.00 $585.00 Weld County Assessor/ GIS Weld County Information Technology 970-.0-3655 1400 N 17th Ave 80631 der Weekly $63.00 $3,276.00 970-400-2549 140117th Ave CO 80631 Weekly $45.00 $2,340.00 Weld County Clerk and Recorder/ DMV/ Electio Weld County Printing and Supply Weld county Healeh Admin/ Environments Health/ HHW/ Plannin and Zoning/ Records weld county Communications/ Public Safety/Sherif/ 970-400-3150 970-4002050 1250 H St 1500 2nd St Greeley CO CO 80631 80631 11 1 desk side Weekly $105.00 $45.00 $5,460.00 $585.00 970-400-2122 970-4002872 1555 N 17th Ave 1950 0 St CO 80631 80631 Weekly Weekly $75.00 $75.00 $3,900.00 $3,900.00 eld County s-FoH 9704005970 2950 9th St Fort Lupton 80621 Every Weeks $57.00 $1,482.00 VehWeld Dept. of Motor icles-Fort Lupton 970-4005877 2950 9th St 80621 Weekly $57.00 $2,964.00 Services Bldg s A, B, 970400-6506 315 N 11th Ave 80631 Weekly $147.00 $7,644.00 970400-8707 4209 CR 241/2 Longmont CO 80504 Weekly $51.00 $2,652.00 Weld County Eatension Service 970304-2071 525 N 15th Ave CO 80631 Weekly $51.00 $2,652.00 Weld Countylail Weld County Coroner Weld County Elections Weld County Evidence Building/ Crime Lab ey 970400-4729 9704003939 970400-4990 970304-6525 970-4004614 915 10th St 2110 0 St 1121 M St 1250 H St CO 2329115th Ave CO 80631 80631 80631 80631 80634 Weekly Weekly Weekly Weekly Weekly 75.00 $165.00 $51.00 $45.00 $65.00 $3,900.00 $8,580.00 $2,652.00 $2,340.00 $3,380.00 970-4004216 90110th Ave 80631 Weekly $45.00 $2,340.00 Weld County Oil and Gas 9704002023 1303 N 17th Ave Greeley CO 80631 Weekly $45.00 $2,340 Weld County Police and SheriN Records/ Dispatc 970400-4216 1551 N 17th Ave g3 80631 Weekly $45.00 $2,340.00 Weld County Treasurer Weld County Public Safety Communications 970400-2807 970400-3655 970400-2899 2950 9th St 1402 N 17th Ave 300 8th Ave g2 Fort Lupton Greeley 80621 80631 80631 Every 4 Weeks Weekly $45.00 Every Weeks $45.00 $585.00 $2,652.00 $585.00 Weld County Accounting Weld County Dept Human Services Chase Main/ Annea 970-400-4441 1301 N 17th Ave 80631 Every 2 Weeks $45.00 $1,170.00 970-352-6933 822 7th St CO 80631 Weekly $69.00 $3,588.00 6v Weld Cpunry Sheriff t�ce. Welfare Weld County Dispat Backup Center 9704004411 822 7th St 80631 Weekly $57.00 52,964.00 West 970400-5329 4209 County Road 80504 Every 2 Weeks $45.00 $1,170.00 970-400-2890 3105 35th Ave 80634 Every4 Weeks $45.00 $585.00 Weltl County Human Services Parent Education 970-4006303 810 9th St Greeley CO 80631 Weekly $45.00 $2,340.00 Pricing with Equalis Group Contract '$6.00 per additional standard, mini, or desk sized console. $10.00 per additional 65 gallon tote. to Program main contact: Trey Taylor, (97014004454, ttaylor@weldgov.com Approved 8y: weld m,nn Signature: Signature: '/A4/�t� ealE46, Name: Mike Cimafonte 07/31/2024 Date: Name: Date: �j�h�5�tG equalis GROUP Shred -it & Equalis Group Publicly Procured Master Agreement Contract #COG -2109A The Cooperative Council of Governments (CCOG), an Equalis Group Lead Agency, issued RFP #COG - 2109 for Records Management, Shredding, Storage & Destruction with Related Services & Solutions on October 2, 2020 and subsequently entered into Contract #COG -2109A with Shred -it. Additional information regarding the procurement process and contract award can be found on the Shred -it page at the Equalis Group website, including the Shred -it products and services available through the Master Agreement, RFP and scoring documents, the Master Agreement between CCOG and Shred -it, and pricing/discount model. Entities Eligible to Purchase from Shred -it through the Master Agreement This contract vehicle is immediately available to existing Equalis Group Members. Not a Member yet? Any public sector entity in the country can join Equalis Group and begin utilizing any Equalis Group competitively solicited master agreement by completing the membership registration form. New Members receive a fully executed copy of their completed membership form via email immediately and will receive their Equalis Group membership number within one -to -two days. There are no dues, fees, or obligations and completing the form takes less than five minutes. Help with Membership, Procurement Questions & Navigating Our Contract Portfolio Equalis Group's dedicated Member Engagement Team exists to support our Members. The team is readily accessible and is prepared to answer questions about membership, public sector purchasing compliance, Equalis Group's procurement and contracting processes, and our expansive portfolio of already -procured contract vehicles. Current and prospective Members can find their Member Engagement Team point person and direct contact information here. View all Equalis Group contracts and download a sortable Excel file with key information about each contract in our ever-expanding portfolio here. About Equalis Equalis Group is a Public Sector purchasing cooperative. We deliver compliant, publicly procured cooperative agreements that Public Sector entities across the country can utilize to: i) quickly acquire the products and services they need; ii) receive better pricing through the collective buying power of Equalis Group Members; and, iii) save time through Squalls Group's legal and compliant alternative to conducting their own resource -consuming solicitation process. Equalis Group partners with two primary Lead Agencies, Region 10 Education Service Center (Region 1O) in Texas and The Cooperative Council of Governments (CCOG) in Ohio, to conduct rigorous and transparent competitive public sector procurement processes for critical products and services. Winning suppliers, distributors, and manufacturers are selected based on both qualitative criteria and pricing. The Lead Agencies then establish compliant already -procured Master Agreements with the winning vendors available to all agencies that join Equalis Group. Equalis Group I www,eaualisarouo.orct Contract F Entity Information Entity Name* STERICYCLE INC Contract Name * SHREDDING SERVICES Contract Status CTB REVIEW Entity ID* @00008147 Q New Entity? Contract ID 8540 Contract Lead * CNAIBAUER Contract Lead Email cnaibauer@weld.gov Contract Description * PROVIDE SHREDDING SERVICES FOR ALL COUNTY DEPARTMENTS. Contract Description 2 Contract Type * CONTRACT Amount* $ 95,096.00 Renewable* YES Automatic Renewal Grant IGA Parent Contract ID Requires Board Approval YES Department Project # Department Requested BOCC Agenda Due Date BUILDINGS AND Date* 08/03/2024 GROUNDS 08/07/2024 Department Email CM- BuildingGrounds@weldgo v.com Department Head Email CM-BuildingGrounds- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date * 06/16/2025 Committed Delivery Date Renewal Date* 07/25/2024 Expiration Date Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head CURTIS NAIBAUER DH Approved Date 07/25/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 07/31/2024 Finance Approver CHERYL PATTELLI Legal Counsel BYRON HOWELL Finance Approved Date Legal Counsel Approved Date 07/26/2024 07/26/2024 Tyler Ref # AG 073124 Originator CNAIBAUER Hello