HomeMy WebLinkAboutOmnia Partners Cooperative Services, Inc./ADMIN/Member Master Service Agreement2025_Omnia_V.1_1.8.25_Sales
Omnia Partners Cooperative Services, Inc.
Member Master Services Agreement
Effective Date 4/17/2025
Between Stericycle, Inc. (d/b/a Shred-it) and City of Carmel.
Sold To Address: Bill To Address: Bill to Site Below
Customer/Company Name: City of Carmel ___________________________ Billing Contact/Company Name: City of Carmel __________________
Street Address: 1 Civic Square RD ____________________________________ Street Address: 1 Civic Square Rd ____________________________________________
Suite / Floor / Building: ______________________________________________ Suite / Floor / Building: ____ ________________________________________________
City /State / Zip: Carmel, Indiana 46032 ______________________________ City /State / Zip: Carmel Indiana 46032 ______________________________________
Phone: 317-571-2414 ________________________________________________ Phone: 317 571 2414 _________________________________________________________
Email: Agreeson@carmel.in.gov _______________________________________ Email: Agreeson@carmel.in.gov _______________________________________________
Contact Andrew Greeson Title: _____________________________________ Contact: _Andrew Greeson_____ Title: ___ ______________________________
Services: See Attachment A
Contract Effective Date: Click or tap to enter a date. GPO: Omnia Partners Pricing Structure: Additive API Per Award Schedule
Fuel and Environmental Surcharge: Per Index
Recycling Recovery Surcharge: Per Index
Stericycle Inc.: Customer:
Customer/Company: City of Carmel
Name: Andrew Shadle Name: Zac Jackson
Title: Account specialist Title: CFO/Controller
Date: Date:
Signature: Signature:
authority to bind Customer to this Agreement. Customer agrees to be bound by this Agreement. I acknowledge
that Customer is a company, and not an individual person. To the extent this transaction is subject to any
applicable business-to-consumer laws or regulations, I expressly waive and relinquish any and all rights and
claims against Stericycle, Inc. thereunder.
Stericycle, Inc. 2355 Waukegan Road, Bannockburn, IL 60015 P (866) 783-7422 F (866) 783-7432
4/30/2025
Docusign Envelope ID: A8B629E9-6F2B-4B11-8FC8-D1A491504D94
Andrew Shadle
Apr 30, 2025 | 1:26 PM CDT
2025_Omnia_V.1_1.8.25_Sales
AGREEMENT TERMS AND CONDITIONS
Stericycle, Inc., under its trade name Shred-it (“Shred-it”), and the Omnia Partners member named on the first page of this Agreement, on behalf of itself and its
affiliates, if any ("Customer"), hereby enter into and agree to these terms and conditions which along with the first page form the Master Services Agreement (the
"Agreement"). This Agreement is made pursuant to a master agreement by and between Stericycle, Inc. and Region 4 ESC - RFP 23-10 lead agency award.
1. Services and Locations. Shred-it will provide containers and related equipment (“Equipment”) for the collection and storage of Customer’s paper and other
agreed upon materials (“Materials”). The number of containers will be determined by Shred-it. Shred-it will: (i) collect the Materials on a scheduled and mutually
agreed basis, (ii) mechanically destroy the Materials, (iii) provide Customer with a Certificate of Destruction if reasonably requested by Customer, and (iv) recycle
or otherwise dispose of the Materials (collectively, the “Services”). During the Term Shred-it shall be the exclusive provider of the Services to Customer at all of
its locations listed on Attachment A and any other sites added in the future as agreed to by the parties in writing (the “Locations”). For Customer locations not in
Shred-it's service territory, as part of this Agreement, the Parties agree as follows: (i) Shred-it will use commercially reasonable efforts to subcontract services to
another NAID certified (or equivalent) shredding services provider (ii) for such subcontracted services, Shred-it will continue to manage all aspects of customer
service, communications, billing, and administration such that the subcontracted services are seamless to the Customer. Shred-it will pass through the cost of the
subcontracted service directly to the Customer plus an administrative fee; or (iii) in the event Shred-it cannot find a suitable subcontractor for servicing Customer
location(s) not in Shred-it’s service territory, the Customer may, following notice thereof from Shred-it, seek shredding services for that territory by directly
contracting with such services provider. Customer agrees to comply with Shred-it’s reasonable operational requirements, as modified from time to time, regarding
Equipment, pickups, volumes, security, secure shredding protocols, access, and similar matters.
2. Term. (a) The initial term of this Agreement (the "Initial Term") will begin on the Effective Date set forth above and continue for sixty sixty (60) months. This
Agreement will automatically renew on a month to month basis (each, an "Extension Term"), until either party gives the other party sixty (60) days’ prior written
notice of its request to terminate this Agreement. The Initial Term and each Extension Term, if any, are collectively referred to as the "Term". (b) Upon the
expiration or termination of this Agreement, Customer shall pay Shred-it all amounts due for Services and products provided prior to the expiration or termination
(and any other amounts due to Shred-it, which may include a final pickup fee). (c) Shred-it shall have the right to retrieve its Equipment from Customer wherever
located.
3. Pricing. Customer shall pay to Shred-it the service fees and surcharges as set forth on the first page (collectively “Service Fees”). Shred-it reserves the right,
after the initial twelve (12) months of the term, in its sole discretion, to increase the amount of each Service Fee or adjust or add a surcharge from time to time per
the award pricing schedule. Shred-it will provide notice of any new surcharges to Customer, which notice may be included on an invoice. Notwithstanding any
provision to the contrary, Customer shall pay the Minimum Charge if Customer declines or cancels a scheduled service or if Customer’s location is closed during
a scheduled service. For Services rendered beyond the stated quantities, the total charge will increase based on the amount of units serviced at the applicable
additional container rate, extra material unit rate or the current Shred-it standard list price. Customer agrees to pay ancillary charges according to the then-current
Schedule of Ancillary Charges, Recycling Recovery Surcharge, and Fuel and Environmental Surcharge on www.shredit.com, which is incorporated by reference
as if fully set forth herein and is subject to change from time to time in Shred-it’s discretion. Shred-it may bill additional charges for each non-compliant container
(including overweight containers; or containers holding Prohibited Materials) provided by Customer. Shred-it may further adjust the Service Fees to account for
operational changes it implements to comply with changes in law and/or changes in Customer’s service requirements, or to otherwise cover unforeseen, significant
cost escalation.
4. Payment Terms. (a) Customer shall pay in full each Shred-it invoice within Net thirty (30) days of the date of such invoice by ACH or other agreed upon means.
Any invoiced amounts not received by Shred-it within that timeframe will be subject to a late fee of 1.5% per month (or the maximum amount allowed by law, if
different) on the outstanding balance. Customer shall reimburse Shred-it for all costs that it incurs in collecting overdue amounts from Customer. Shred-it may,
with notice, suspend Services until any overdue amounts (plus late fees, and enforcement and collection costs, if any) are paid. Customer shall also pay all taxes
imposed by any governmental authority with respect to the purchase of any Services and products hereunder, including all sales, use, excise, occupation, franchise
and similar taxes and tax-like fees and charges (but excluding all taxes on Shred-it’s net income). Shred-it will cooperate with Customer to determine the
applicability of exemption certificates, if any, that Customer provides in a timely manner to Shred-it. Customer shall not be entitled to withhold payment by way
of set-off or counterclaim. Shred-it shall submit invoices to Customer in accordance with Shred-it’s standard billing process. Shred-it shall not be required to adopt
Customer’s billing process or to use Customer’s preferred billing portal. If Shred-it agrees to depart from its standard billing process (which is entirely within
Shred-it may be made provided that: (i) Customer agrees to pay a billing surcharge; (ii) Customer reimburses Shred-it for all fees or other costs payable for the use
of Customer’s portal; and/or (iii) Customer agrees to any other reasonable requirements of Shred-it related to the use of non-standard billing processes.
5. Equipment. Customer shall have the care, custody and control of any Equipment owned by Shred-it and placed at Customer’s premises and accepts responsibility
and liability for the Equipment and its contents. Any damage or loss to such Equipment, other than normal wear and tear, will be charged to Customer at full
replacement value. Customer shall not place Prohibited Materials in any Equipment. “Prohibited Materials” are defined as any items that are not Materials, including
but not limited to: any hazardous waste, any material that attracts pests, is highly flammable, explosive, toxic, a biohazard, medical waste, or radioactive, or any
material that is illegal or unsafe. Customer shall be liable for damages resulting from the placement of any Prohibited Materials in Equipment. If this Agreement
terminates or expires, Customer shall stop using the Equipment and make it available for the timely pick up and return to Shred-it.
6. Termination. Either party may terminate this Agreement, in whole or in part, upon written notice to the other party if the other party breaches any material
provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice of such breach. Nonpayment by Customer of
amounts rightfully owed to Shred-it or Customer's failure to comply with Shred-it policies related to the Services shall constitute a material breach. Either party
may terminate this Agreement for convenience by giving the other party at least sixty (60) days’ notice, however, if Customer terminates this Agreement for
convenience, Customer shall be required to promptly pay Shred-it (a) all unpaid invoices and any late charges thereon; and (b) as liquidated damages and not as a
penalty, an amount equal to 50% of Customer’s average monthly charge multiplied by the number of months (including any partial months) remaining until the
expiration date of the Term.
7. Indemnification. Shred-it shall indemnify and hold Customer harmless from any liabilities arising from third party claims that result from Shred-it’s gross
negligence or willful misconduct in performing Services under this Agreement. Customer shall indemnify, defend and hold harmless Shred-it and its parents,
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subsidiaries, affiliates, successors and assigns, and each of their respective shareholders, members, officers, and directors, from all losses, liabilities, damages,
claims, penalties, fees, expenses, judgments and costs (including reasonable attorney’s fees and costs) (Collectively, “Damages”), as a result of Customer’s actual
or threatened breach of its obligations under this Agreement (including, without limitation, any Damages relating to the Equipment, any Damages relating to the
Materials, and any Damages relating to the destruction, removal or disclosure of such Materials). In addition to all other legal and equitable remedies, if it becomes
necessary for Shred-it to enforce the terms of this Agreement, including but not limited to any action to collect sums due hereunder, Shred-it shall be entitled to an
award of its reasonable attorney’s fees, litigation expenses and costs of collection.
8. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SHRED-IT WILL NOT BE
LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
(INCLUDING LOST PROFITS, FINES, CIVIL PENALTIES, GOODWILL, DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, OR OTHER
INTANGIBLE LOSSES) ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO SHRED-IT’S BREACH OR
ALLEGED BREACH OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EVEN IF SHRED-IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHRED-IT’S AGGREGATE
LIABILITY, IF ANY, IS LIMITED TO THE AMOUNT OF SERVICE FEES RECEIVED BY SHRED-IT FROM CUSTOMER UNDER THE AGREEMENT
DURING THE PRECEDING TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED LIABILITY.
9. Warranties. (a) Customer has full right and power to enter into and perform this Agreement without the consent of any third party, and this Agreement will not
conflict with any other obligation Customer may have to any other party. Customer further warrants that it is the owner or legal custodian of the Materials and has
full authority to allow Shred-it to store, transport, shred, destroy, or otherwise dispose of the Materials and data contained therein in accordance with this Agreement,
free from liens, security interests, or other claims of third parties. (b) Shred-it will perform the Services in a professional, workmanlike manner, consistent with
applicable industry standards. In the event that the Services do not conform to this warranty and Customer notifies Shred-it of such within ten (10) business days
of receipt of non-conforming Services, Shred-it’s exclusive obligation (and Customer’s exclusive remedy) will be for Shred-it to re-perform such Services at no
additional cost to Customer. EXCEPT FOR THE FOREGOING, SHRED-IT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND SHRED-IT SPECIFICALLY DISCLAIMS ANY OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE SERVICES OR SHRED-IT HEREIN.
10. Compliance Materials. To the extent that Shred-it provides Customer with electronic or printed materials (Compliance Materials), it provides them subject to
a limited license to Customer to use Compliance Materials for its own, non-commercial use. Shred-it may revoke this license at any time. Customer may not copy
or distribute Compliance Materials or use or republish Compliance Materials for or to any third party or audience. Customer agrees to return all Compliance
Materials to Shred-it at Customer’s expense at the expiration or termination of this Agreement. Shred-it may charge Customer a fee for failure to return Compliance
Materials.
11. Confidentiality. Customer and Shred-it agree to not disclose to any third parties and will keep confidential all Confidential Information (defined herein)
provided to the other party in connection with this Agreement and will use the same solely for the purposes provided in this Agreement. As used herein. “Confidential
Information” means the Agreement and any information provided by one party to the other in confidence that relates to the disclosing party’s pricing, policies,
procedures, property, services, solutions, business and/or affairs, other than (a) information that is or has become publicly available due to disclosure by Customer
or by a third party having a legal right to make such disclosure and (b) information previously known to the other party free of any obligation to keep it confidential
prior to receipt of the same from Customer.
12. Compliance with Laws. Each party shall comply with all laws, rules and regulations, including anti-corruption and economic and trade sanctions laws,
applicable to its performance hereunder.
13. Excuse of Performance. In the event either party is prevented, hindered or delayed from the performance of any act required hereunder (other than the payment
of any amounts due) by reason of acts of God, acts of war or terrorism, labor difficulties or civil unrest, legal process, epidemic or pandemic, failure of power or
any other similar reason not directly the fault of such party, or by reason of the other party or its agents, then performance of such act shall be excused for the period
of delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.
14. Governing Laws & Dispute Resolution/Agreement to Arbitrate/Class Waiver. Except as otherwise set forth herein, this Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois, without regard to the conflict of law provisions. Any dispute or issue or controversy arising in
connection with or relating to this Agreement in any way whatsoever or between the parties (“Disputes”) that the parties are unable to resolve informally or through
mediation or other means shall solely and exclusively be resolved by binding and final arbitration before the American Arbitration Association (“AAA”) in
arbitration governed by the Federal Arbitration Act (as the parties acknowledge that the services provided involve interstate commerce) and by means of AAA’s
Commercial Arbitration Rules and Mediation Procedures (as amended and effective September 1, 2022) (“AAA’A Rules”). To the extent that the AAA’s Rules are
subsequently amended, the parties agree that AAA’s Rules will be utilized as they existed on September 1, 2022, unless the parties agree otherwise. Expenses of
the arbitration (including compensation of the arbitrator) shall at all times be borne equally by the parties, and administrative expenses shall be borne in the manner
specified in Rule R-55 of AAA’ Rules. The parties will, however, bear their own legal fees. All issues of arbitrability will be decided exclusively by the arbitrator.
All Disputes will be determined on an individual, non-class basis, and in no event shall class arbitration be allowed or utilized nor shall the claims of any other
party be consolidated with the claims of any Customer in any arbitration conducted under this provision. To the extent permissible under governing law, Customer
further agrees to not participate as a party or absent class member in any class action or other representative proceeding. The exclusive jurisdiction and forum for
resolution of any Dispute shall be by arbitration, which shall take place in the state where Customer is located at the closest AAA office.
15. Brokers. Shred-it reserves the right to deal solely with the Customer and not with any third party agents of the Customer for all purposes relating to this
Agreement. Customer represents and warrants to Shred-it that it is acting for its own account and not through a broker or agent. Shred-it shall be entitled to terminate
this agreement and seek all available legal remedies, including but not limited to liquidated damages, in the amount set forth herein for Customer’s breach of this
representation and warranty.
16. Notices. All required notices, or those which the parties may desire to give under this Agreement shall be in writing and sent to the Customer's address set forth
Docusign Envelope ID: A8B629E9-6F2B-4B11-8FC8-D1A491504D94
2025_Omnia_V.1_1.8.25_Sales
on the first page of this Agreement, and in the case of Shred-it, to: Stericycle, Inc. 2355 Waukegan Road, Bannockburn, IL 60015, Attn: Legal Department. Notices
shall be effective when received.
17. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes any
prior agreements and arrangements between the parties. (b) This Agreement may be modified only by a written amendment signed by an authorized representative
of each party. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, legal
representatives and heirs; provided, however, that Customer may not assign its rights or delegate its obligations under this Agreement without the prior written
consent of Shred-it. (d) Shred-it’s relationship with Customer is that of an independent contractor, and nothing in this Agreement shall be construed to designate
Shred-it as an employee, agent or partner of or a joint venture with Customer. (e) The failure of either party to insist upon the performance of any provision hereof,
or to exercise any right granted under any provision hereof, will not be construed as waiving that provision or any other provision, and the provision will continue
in full force and effect. All waivers must be in writing and signed by the party waiving its rights. (f) No term or condition contained in a Customer purchase order,
invoice acknowledgment, or any other document from Customer shall be binding upon Shred-it unless agreed to by Shred-it in writing. (g) Each provision of this
Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Agreement will remain in full force and
effect. (h) No references to Stericycle, its affiliates, trade names, trademarks, service marks, brands, marks, logos, codes, drawings or specifications will be used
by Customer in any capacity, including without limitation, Customer’s advertising, promotional efforts or any publicity of any kind, without Shred-it’s prior written
consent. (i) Stericycle may subcontract any element of the Services without Customer’s prior express written consent provided Stericycle remains responsible for
the provision of such Services.
18. Subcontractors. Stericycle may perform any of its obligations under this Agreement through subcontractors. Stericycle shall remain primarily liable to
Customer for the performance of all such obligations. Stericycle shall use due care in the selection and supervision of subcontractors.
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Attachment A:
Pricing Attachment:
Service Description Onsite Regular Service Offsite Regular Service
Regular Service: Minimum Charge Click or tap here to
enter text. $62.46
# Containers Included in Minimum (Additive Pricing Only) XX 2
Regular Console (32G) $0.00 $10.01
Mini Console (31g) $0.00 $10.01
64 Gallon Tote $0.00 $14.53
95 Gallon Tote $0.00 $17.52
Energy/Fuel Surcharge Per Index Per Index
Recycling Surcharge Per Index Per Index
62.46
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Service Attachment:
Additional Notes:
Docusign Envelope ID: A8B629E9-6F2B-4B11-8FC8-D1A491504D94
Certificate Of Completion
Envelope Id: A8B629E9-6F2B-4B11-8FC8-D1A491504D94 Status: Completed
Subject: Complete with Docusign: City of Carmel Omnia Agreement.pdf
Source Envelope:
Document Pages: 6 Signatures: 1 Envelope Originator:
Certificate Pages: 1 Initials: 0 Andrew Shadle
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
2355 Waukegan Road
Bannockburn, IL 60062
andrew.shadle@stericycle.com
IP Address: 10.101.81.73
Record Tracking
Status: Original
4/30/2025 1:25:02 PM
Holder: Andrew Shadle
andrew.shadle@stericycle.com
Location: DocuSign
Signer Events Signature Timestamp
Andrew Shadle
andrew.shadle@stericycle.com
Account care specialist
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 192.81.102.8
Sent: 4/30/2025 1:25:55 PM
Viewed: 4/30/2025 1:26:02 PM
Signed: 4/30/2025 1:26:07 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/30/2025 1:25:55 PM
Certified Delivered Security Checked 4/30/2025 1:26:02 PM
Signing Complete Security Checked 4/30/2025 1:26:07 PM
Completed Security Checked 4/30/2025 1:26:07 PM
Payment Events Status Timestamps