(Last updated on May 16)
On May 1st, the State of Utah and Columbus Secure Shredding renewed State Contract PA376 (link) for another five years and Columbus is pleased to continue its partnership with the state and its political subdivisions.
With the renewed contract comes new pricing and territory agreements with our partners TURN Secure Shredding and EnableUtah. Because of this, we wanted to publish this FAQ page to answer some of the more common questions we have received as we roll out the new terms of the contract.
In addition, you may have received a letter outlining changes to the Pricing and Service Agreement. The information regarding changes can be found at the bottom of this post.
I received a Pricing and Service Agreement - Do I need to sign it?
Though Columbus Secure Shredding would you prefer to sign and return the Pricing and Service Agreement, you are not required to do so.
Columbus provided the Pricing and Service Agreement to outline specific services not otherwise specified in the state contract (such as defining what a servicing is or what qualifies as a missed service), but in all cases State Contract PA376 supersedes an item in the servicing agreement and both Columbus and your organization would be bound by the terms.
We provided these terms more as a courtesy so that state agencies and their political subdivisions have a better understanding of what to expect from Columbus, and a signature (along with returning to our office) tells us that you received the information.
Again, the Pricing and Service Agreement IS NOT A CONTRACT and Columbus would not treat it as such.
At the same time you may have received a letter stating that service may be terminated in the event that the Service Agreement is not signed. This is not the case. Similar to the Pricing and Service Agreement (as outlined below) the letter was sent that was a form letter for our private contracts. Because your organization already fall under the terms of the State Contract, no distruption in service will take place.
I received a follow up letter about the Pricing and Service Agreement, why?
Due to a clerical error, Columbus Secure Shredding sent a version of the Pricing and Service Agreement and letter intended for our private sector customers. Because the state contract supersedes the Pricing and Service Agreement, some items were incompatible or inconsistent. The follow up letter is intended to inform you of this error and provide detail on the changes made.
If you have already signed and returned your Pricing and Service Agreement, Columbus will treat it as if you had signed the correct version. The reason for this, again, is because the State Contract supersedes the Pricing and Service Agreement.
A listing of the revisions can also be found below.
Why have my prices gone up?
Columbus Secure Shredding strives to be a premier source for secure document destruction at an affordable price, and thanks to the size of the State Contract we are able to keep our prices low.
The new contract considers the actual costs associated with servicing a location while still ensuring that we are a quality choice for state agencies and the taxpayer. If you still feel your price is too high, please to contact us so that we can find a solution that works for you (please see the Can I change my servicing? section for more details).
The number of containers you said we had is wrong, how do I fix that?
Columbus Secure Shredding attempts to keep as accurate record as possible of current container counts, but old data and on-the-spot requests to change service can mean that our container counts are incorrect. If our record of containers is incorrect compared to what you are seeing in your office, simply send us a message letting us know if we reported too few or too many and we will be sure to update our records and provide an updated price for servicing.
Can I change my servicing?
Columbus Secure Shredding is more than happy to work with you to find a servicing option that works best for you under the new pricing structure and we are very flexible when it comes to making those changes.
For example Columbus can change your current container to one with a higher capacity that we service less frequently. Because pricing is based largely on the cost of us arriving to your location, a bigger container that we service less often means that we can spread out your cost over a longer period of time. In some situations this has actually save agencies money when compared to the previous state contract.
Feel free to give us a call at 385-715-5393 or email our Director of Business Operations, Curtis Haring, at firstname.lastname@example.org to discuss options.
I was told Columbus will no longer be my provider, why is that?
One of the things that changed with the new State Contract is that it establishes a service areas for Columbus Secure Shredding, TURN Secure Shredding, and EnableUtah.
Columbus is now contractually bound to service state agencies and their political subdivisions only in Salt Lake, Tooele, Summit, Wasatch, Duchesne, Uinta, Dagget, and portions of Utah County.
Previously, Columbus as serviced customers outside of these locations - but due to the updated contract we are working on transferring these services to either TURN or Enable, who each have their own contractual agreements with the state and different pricing structures for their services. In some cases this means that Columbus will only be able to service some state agency offices.
TURN and Enable meet the same industry standards you have come to expect from Columbus and we are confidant you will be happy with their services.
Can I cancel my service?
Though Columbus Secure Shredding certainly hopes you choose to keep our secure document and hard drive destruction services, we understand that you may no longer wish to use Columbus under the new pricing agreement.
In that case we ask that we can perform a review of your current service levels to see if we can find a solution that works best for you. If that still isn't an option for you, please email our Logistics Manager, Wendy Spafford, at email@example.com to arrange for your final servicing.
Corrections to the Pricing and Service Agreement
Section 2.2 - Compliance with Contracts, Laws, and Regulations
Customer will be responsible for, and be in compliance with, all contractual, legal, and regulatory requirements made upon it, including (but not limited to) environmental law, contractual agreements, and laws related to confidentiality, retention, and disposition of information contained in any materials delivered to CSS, knowing that CSS intends to destroy all media received by Customer as soon as it is received and is reasonably able to do so using industry standards set forth by the National Association for Information Destruction (“NAID”). CSS shall comply with all applicable laws, and regulations.
At all times during this Contract, CSS and all Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this section.
Section 3.9 - Payment
Invoices for services rendered shall be due and payable within thirty (30) days from receipt of the applicable invoice. Amounts due and not paid within thirty (30) days of receipt may bear interest at the rate of two percent (2%) per month. The decision to impose a late fee is at the discretion of CSS. The Customer will be invoiced monthly for the total amount of services rendered.
Payments are to be made within thirty (30) days after a correct invoice is received. All payments to CSS will be remitted by mail, electronic funds transfer, or the State of Utah’s Purchasing Card (major credit card). If payment has not been made after sixty (60) days from the date a correct invoice is received by an Eligible User, then interest may be added by CSS as prescribed in the Utah Prompt Payment Act. The acceptance by CSS of final payment, without a written protest filed with the Eligible User within ten (10) business days of receipt of final payment, shall release the Eligible User from all claims and all liability to the CSS. An Eligible User’s payment for the Procurement Item(s) and/or Services shall not be deemed an acceptance of the Procurement Item(s) and is without prejudice to any and all claims that the Eligible User may have against CSS. CSS shall not charge Eligible Users electronic payment fees of any kind.
Section 4 - Terms and Termination
Term and Renewal. The terms of this Agreement begin on the Effective Date and shall continue in effect for one year, with automatic renewal for successive one-year terms. In accordance with Section 3.1, standard charges are subject to change after the end of a one-year term.
Termination. Either party may terminate this Agreement without penalty at any time. Customer is obligated to provide no less than thirty (30) day notice of their intention to terminate service. CSS is obligated to provide no less than sixty (60) day notice of their intention to terminate service. Upon termination, Customer shall return (or permit CSS to retrieve) all CSS property in the custody of Customer, including containers.
Final Servicing. The Customer’s final servicing shall consist of the standard Services outlined in Appendix A and the removal of CSS’s property, including containers. The Customer will be charged for this Service at the standard rate but will not incur a fee for property removal. Customer may still incur fees related to Section 3.
Termination. This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and subject to the remedies below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by the Division, upon thirty (30) days written termination notice being given to the CSS. The Division and the CSS may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing.
On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved and conforming Procurement Items ordered prior to date of termination. In no event shall the Eligible Users be liable to the CSS for compensation for any Procurement Item neither requested nor accepted by an Eligible User. In no event shall the Division’s exercise of its right to terminate this Contract for convenience relieve the CSS of any liability to the Eligible Users for any damages or claims arising under this Contract.
Section 6 - Claims and Dispute Resolution
Presentation of Claim. Customer must present any claim related to service in writing to CSS no later than three (3) months after the occurrence of the event on which the claim is based.
Arbitration and Resolution. Any claim, controversy, or dispute related to this Agreement, or any interpretation or breach of this Agreement, that cannot be resolved within thirty (30) days of informal discussions may be resolved by a binding nonappealable arbitration if at least one party makes such a request. Arbitration suspends the right to a de novo trial in any court and the arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association. A single arbitrator shall be selected by the American Arbitration Association.
Servicing during Arbitration. During arbitration hearings, CSS will continue to provide Services and Customer will continue to make payments in accordance with this Agreement.
Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. The Division or an Eligible User, after consultation with CSS, may appoint an expert or panel of experts to assist in the resolution of a dispute. If the Division or an Eligible User appoints such an expert or panel, the Division or the Eligible User and CSS agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.
Section 7.1 - Limitation of Liability
CSS is not responsible or liable in any manner for the release or loss of any materials deposited in containers or otherwise delivered to it for secure destruction unless the release or loss is due to CSS’s negligence or willful misconduct. CSS’s maximum liability for any and all claims in respect to the Service provided under this Agreement shall not exceed the aggregate amounts paid by Customer with respect to the Services provided at the location or locations in question during the six (6) months preceding the event arising from the claim. CSS will not be held liable for any consequential, incidental, special, or punitive damages, regardless of whether the action is brought in tort, contract, or any other theory.
CSS shall be fully liable for the actions of its agents, employees, officers, partners, and Subcontractors, and shall fully indemnify, defend, and save harmless the Division, the Eligible Users and the State of Utah from all claims, losses, suits, actions, damages, and costs of every name and description arising out of CSS’s performance of this Contract caused by any intentional act or negligence of CSS, its agents, employees, officers, partners, or Subcontractors, without limitation; provided, however, that the CSS shall not indemnify for that portion of any claim, loss, or damage arising hereunder due to the sole fault of an Eligible User. The parties agree that if there are any limitations of the CSS’s liability, including a limitation of liability clause for anyone for whom the CSS is responsible, such limitations of liability will not apply to injuries to persons, including death, or to damages to property.
Section 7.2 - Ownership
Customer warrants that it is the owner, legal custodian, or otherwise has the right to deliver for destruction any and all materials provided by the Customer to CSS. Customer will reimburse CSS for any expenses reasonably incurred by Company (including reasonable legal fees) by reason of Company complying with its obligations under this Agreement to destroy such materials in the event of a dispute concerning the destruction of materials provided by Customer to CSS.
In the event that CSS provides Custom Deliverables to DTS, pursuant to this Contract, CSS grants the ownership in Custom Deliverables, which have been developed and delivered by CSS exclusively for DTS and are specifically within the framework of fulfilling CSS’s contractual obligations under this contract. Custom Deliverables shall be deemed work made for hire, such that all intellectual property rights, title and interest in the Custom Deliverables shall pass to DTS, to the extent that the Custom Deliverables are not recognized as work made for hire, CSS hereby assigns to DTS any and all copyrights in and to the Custom Deliverables, subject to the following:
1. CSS has received payment for the Custom Deliverables,
2. Each party will retain all rights to patents, utility models, mask works, copyrights, trademarks, trade secrets, and any other form of protection afforded by law to inventions, models, designs, technical information, and applications (“Intellectual Property Rights”) that it owned or controlled prior to the effective date of this contract or that it develops or acquires from activities independent of the services performed under this contract (“Background IP”), and
3. CSS will retain all right, title, and interest in and to all Intellectual Property Rights in or related to the services, or tangible components thereof, including but not limited to (a) all know-how, intellectual property, methodologies, processes, technologies, algorithms, software, or development tools used in performing the Services (collectively, the “Utilities”), and (b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans, specifications, documentation, forms, templates, or output which are supplied or otherwise used by or on behalf of CSS in the course of performing the Services or creating the Custom Deliverables, other than portions that specifically incorporate proprietary or Confidential Information or Custom Deliverables of DTS (collectively, the “Residual IP”), even if embedded in the Custom Deliverables.
4. Custom Deliverables, not including CSS’s Intellectual Property Rights, Background IP, and Residual IP, may not be marketed or distributed without written approval by DTS.
CSS agrees to grant to DTS a perpetual, irrevocable, royalty-free license to use CSS’s Background IP, Utilities, and Residual IP, as defined above, solely for DTS and the State of Utah to use the Custom Deliverables. DTS reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, for DTS’s and the State of Utah’s internal purposes, such Custom Deliverables. For the Goods delivered that consist of CSS’s scripts and code and are not considered Custom Deliverables or Work Product, for any reason whatsoever, CSS grants DTS a non-exclusive, non-transferable, irrevocable, perpetual right to use, copy, and create derivative works from such, without the right to sublicense, for DTS’s and the State of Utah’s internal business operation under this Contract. DTS and the State of Utah may not participate in the transfer or sale of, create derivative works from, or in any way exploit CSS’s Intellectual Property Rights, in whole or in part.
Section 8.4 - Force Majeure
Each party shall be excused from any delay or failure in performance under this Agreement for any period if and to the extent that such delay or failure is caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays, or other causes beyond either parties control.
Neither an Eligible User nor CSS will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. An Eligible User may terminate a purchase order resulting from this Contract after determining such delay will prevent CSS’s successful performance of this Contract.
Section 8.6 - Severability
In the event that a provision of the Agreement is declared invalid by tribunal of competent jurisdiction and cannot be adjusted, the provision shall be deleted from this Agreement as though such provision had never been included therein. In this event, the remaining provisions of this Agreement shall remain in effect.
The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.