SecurShred/Shred This Inc.

Contract # 38951 Amendment # 3 Revision Date: 07/14/2022 STATE OF VERMONT CONTRACT AMENDMENT It is hereby agreed by and between the State of Vermont, Agency of Administration/Buildings & General Services (the "State") and Shred This, Inc., d/b/a SecurShred with a principal place of business in South Burlington, Vermont (the "Contractor") that the contract between them originally dated as of October 21, 2019, Contract # 38951, as amended to date, (the “Contract”) is hereby amended as follows: I. Maximum Amount. The maximum amount payable under the Contract, wherever such reference appears in the Contract, shall be changed from $420,000.00 to $570,000.00, representing an increase of $150,000.00. II. Contract Term. The Contract end date, wherever such reference appears in the Contract, shall be changed from September 30, 2022 to September 30, 2023. Taxes Due to the State. Contractor certifies under the pains and penalties of perjury that, as of the date this contract amendment is signed,

the Contractor is in good standing with respect to, or in full compliance with a plan to pay, any and all taxes due the State of Vermont. Child Support (Applicable to natural persons only; not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of this amendment. Certification Regarding Suspension or Debarment. Contractor certifies under the pains and penalties of perjury that, as of the date this contract amendment is signed, neither Contractor nor Contractor’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs, or programs supported in whole or in part by federal funds. Contractor further certifies under pains and penalties of perjury that, as of the date this contract amendment is signed, Contractor is not presently debarred, suspended, nor named on the State’s debarment list at: http://bgs.vermont.gov/purchasing-contracting/debarment Cybersecurity Standard Update 2022-01: Contractor confirms that all products and services provided to or for the use of the State under this Agreement shall be in compliance with State of Vermont Cybersecurity Standard Update 2022-01, which prohibits the use of certain branded products in State information systems or any vendor system that is supporting State information systems, and is available on-line at: https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives. This document consists of 2 pages. Except as modified by this Amendment No. 3, all provisions of the Contract remain in full force and effect. DocuSign Envelope ID: 652E6CD5-DF37-473B-9E00-34E566D3432D http://bgs.vermont.gov/purchasing-contracting/debarment https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives Contract # 38951 Amendment # 3 Revision Date: 07/14/2022 The signatures of the undersigned indicate that each has read and agrees to be bound by this Amendment to the Contract. STATE OF VERMONT Shred This, Inc., d/b/a SecurShred By: ________________________ By: ___________________________ Name: _____________________ Name: ________________________ Title: ______________________ Title: _________________________ Date: _______________________ Date: _________________________ DocuSign Envelope ID: 652E6CD5-DF37-473B-9E00-34E566D3432D Jennifer M.V. Fitch BGS Commissioner Contract # 38951 Amendment # 2 Revision Date: 08/05/2021 STATE OF VERMONT CONTRACT AMENDMENT It is hereby agreed by and between the State of Vermont, Department of Buildings and General Services Office of Purchasing & Contracting(the "State") and Shred This, Inc., d/b/a SecurShred, with a principal place of business in South Burlington, VT (the "Contractor") that the contract between them originally dated as of October 21, 2019, Contract # 38951, as amended to date, (the “Contract”) is hereby amended as follows: I. Attachment A, Scope of Services. The scope of services is amended as follows: Section 2.4 of Attachment A is amended by the addition of the following new sub-section 2.4.9: 2.4.9 Contractor shall comply, in all regards, with Attachment D hereto, which is hereby added to and incorporated in the contract, and which consists of the full “Exhibit 7 Contract Safeguarding Language” from IRS Publication 1075. II. SOV Cybersecurity Standard 19-01. All products and service provided to or for the use of the State under this Contract shall be in compliance with State of Vermont Cybersecurity Standard 19-01, which Contractor acknowledges has been provided to it, and is available on-line at the following URL: https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives Taxes Due to the State. Contractor certifies under the pains and penalties of perjury that, as of the date this contract amendment is signed, the Contractor is in good standing with respect to, or in full compliance with a plan to pay, any and all taxes due the State of Vermont. Child Support (Applicable to natural persons only; not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of this amendment. Certification Regarding Suspension or Debarment. Contractor certifies under the pains and penalties of perjury that, as of the date this contract amendment is signed, neither Contractor nor Contractor’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs, or programs supported in whole or in part by federal funds. Contractor further certifies under pains and penalties of perjury that, as of the date this contract amendment is signed, Contractor is not presently debarred, suspended, nor named on the State’s debarment list at: http://bgs.vermont.gov/purchasing-contracting/debarment This document consists of 9 pages. Except as modified by this Amendment No. 2, all provisions of the Contract remain in full force and effect. https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives http://bgs.vermont.gov/purchasing-contracting/debarment Contract # 38951 Amendment # 2 Revision Date: 08/05/2021 The signatures of the undersigned indicate that each has read and agrees to be bound by this Amendment to the Contract. STATE OF VERMONT SHRED THIS, INC., D/B/A SECURSHRED By: ________________________ By: ___________________________ Name: _____________________ Name: ________________________ Title: ______________________ Title: _________________________ Date: _______________________ Date: _________________________ Michele.Snyder Jennifer Fitch Commissioner Contract # 38951 Amendment # 2 Revision Date: 08/05/2021 ATTACHMENT D “Exhibit 7 Contract Safeguarding Language” from IRS Publication 1075 (6 Pages, not including this page) 1 INDIVIDUAL STATE AGENCIES PICK-UP : PAPER/CONFIDENTIAL MATERIAL 64 GAL TOTE, LOCKING. CONTAINERS MAY CONTAIN WHITE PAPER, COLORED PAPER, MANILA FOLDERS, HANGING FOLDERS, AND PAPER BOUND BY STAPLES AND/OR CLIPS. THERE ARE NO CONTAINER FEES. 0.00 0.00 0.01000EA Standard Size Bankers Box Pricing 1-20 Boxes $5.00 price per box 21-75 Boxes $5.00 price per box Over 75 Boxes $5.00 price per box ** $50.00 minimum stop fee when providing box shredding only Tote Pricing 64 Gallon Tote $15.00 price per tote Executive console $15.00 price per console **$22.00 minimum stop fee when providing container service 2 INDIVIDUAL STATE AGENCIES PICK-UP CONSOLE - EXECUTIVE CONSOLE PER LOCATION PER PICK UP. CONSOLE CAPAPCITY IS 3 STANDARD BOXES OF DOCUMENTS. MAY CONTAIN WHITE PAPER, COLORED PAPER, MANILA FOLDERS, HANGING FOLDERS, AND PAPER BOUND BY STAPLES AND/OR CLIPS. 0.00 0.00 0.01000EA Standard Size Bankers Box Pricing 1-20 Boxes $5.00 price per box 21-75 Boxes $5.00 price per box Over 75 Boxes $5.00 price per box ** $50.00 minimum stop fee when providing box shredding only Tote Pricing 64 Gallon Tote $15.00 price per tote Executive console $15.00 price per console **$22.00 minimum stop fee when providing container service CONTRACTState of Vermont Contract ID 0000000000000000000038951 Page 1 of 4 Contract Dates 10/01/2019 to 09/30/2022 Origin CPS Description: CPS DOC/ELEC MEDIA DESTRUCTION Contract Maximum $420,000.00 Buyer Name Buyer Phone Contract Status Linda T Wortman 828-4658 Approved Buildings and General Services Office of Purchasing & Contracting 109 State St Montpelier VT 05609-3001 United States Supplier 0000102588 SecurShred Shred This Inc PO Box 2123 S Burlington VT 05407 United States Phone #:(877) 863-3003 Unit Max Max Line # Item ID Item Desc UOM Price Qty Amt 3 BOX SHREDDING - PAPER/CONFIDENTIAL MATERIAL DESTRUCTION. STANDARD BANKERS BOX WITH WHITE PAPER, COLORED PAPER, MANILA FOLDERS, HANGING FOLDERS, AND PAPER BOUND BY STAPLES AND/OR CLIPS. PRICE IS PER BOX. 0.00 0.00 0.01000EA Standard Size Bankers Box Pricing 1-20 Boxes $5.00 price per box 21-75 Boxes $5.00 price per box Over 75 Boxes $5.00 price per box ** $50.00 minimum stop fee when providing box shredding only Tote Pricing 64 Gallon Tote $15.00 price per tote Executive console $15.00 price per console **$22.00 minimum stop fee when providing container service 4 ELECTRONIC AND DIGITAL MEDIA DESTRUCTION 0.00 0.00 0.01000EA Electronic and Digital Media Hard Drive Destruction $6.00 out of machine price each $8.00 inside of machine Print/copy Station $0.50 price/lb Laptop Portable and Notebook $0.25 price/lb CPU's Desktop, Towers and Servers $0.25 price/lb Handheld wireless devices, PDA's, cellphones $0.50price/lb and phones Computer Shells (laptop or desktop that is not $0.25 price/lb operational and may or may not have all components/hardware inside of it) Peripherals: keyboards, mice, speakers, $0.40 price/lb cables and other peripherals Monitors, CRT¿s, LCDs $0.45 price/lb Desktop printers and fax machines $0.50 price/lb Other storage media (CD¿s, floppies, backup $¬0.50 price/lb Tapes, video/audio tape, and microfilm ect) Other media: Destruction of drivers¿ licenses, $0.50 price/lb CONTRACTState of Vermont Contract ID 0000000000000000000038951 Page 2 of 4 Contract Dates 10/01/2019 to 09/30/2022 Origin CPS Description: CPS DOC/ELEC MEDIA DESTRUCTION Contract Maximum $420,000.00 Buyer Name Buyer Phone Contract Status Linda T Wortman 828-4658 Approved Buildings and General Services Office of Purchasing & Contracting 109 State St Montpelier VT 05609-3001 United States Supplier 0000102588 SecurShred Shred This Inc PO Box 2123 S Burlington VT 05407 United States Phone #:(877) 863-3003 Unit Max Max Line # Item ID Item Desc UOM Price Qty Amt stickers like vehicle registrations and inspections and taxable products like cigarettes STANDARD CONTRACT FOR SERVICES 1. Parties. This is a contract for services between the State of Vermont, Buildings and General Services, Office of Purchasing and Contracting (hereinafter called "State"), and Shred This, Inc d/b/a SecurShred, with a principal place of business in South Burlington, VT, (hereinafter called "Contractor"). Contractor's form of business organization is Incorporated. It is Contractor's responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number. 2. Subject Matter. The subject matter of this contract is services generally on the subject of providing document destruction services (paper and other media), electronic media destruction (hard drives, computers, cell phones etc) 3. Maximum Amount. In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $345,000.00. 4. Contract Term. The period of Contractor's performance shall begin on October 1, 2019 and end on September 30, 2021 with the option to renew for two (2) additional twelve (12) month periods. 5. Prior Approvals. This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations. 6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. 7. Termination for Convenience. This contract may be terminated by the State at any time by giving written notice at least thirty (30) days in advance. In such event, Contractor shall be paid under the terms of this contract for all services provided to and accepted by the State prior to the effective date of termination. 8. Attachments. This contract consists of 13 pages including the following attachments which are incorporated herein: Attachment A - Statement of Work Attachment B - Payment Provisions Attachment C - "Standard State Provisions for Contracts and Grants" a preprinted form (revision date 12/15/2017) Attachment D - Other Provisions (if any) 9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence: (1) Standard Contract (2) Attachment D (if applicable) (3) Attachment C (Standard State Provisions for Contracts and Grants) (4) Attachment A (5) Attachment B STATE OF VERMONT 38951 CONTRACT AMENDMENT 1 It is hereby agreed by and between the State of Vermont, Buildings and General Services, Office of Purchasing and Contracting (the "State") and Shred This, Inc d/b/a SecurShred, with a principal place of business in South Burlington (the "Contractor") that the contract between them originally dated as of October 1, 2019, Contract # 38951, as amended to date, (the "Contract") is hereby amended as follows: I. Maximum Amount. The maximum amount payable under the Contract, wherever such reference appears in the Contract, shall be changed from $345,000.00 to $420,000.00, representing an increase of $75,000.00. II. Contract Term. The Contract end date, wherever such reference appears in the Contract, shall be changed from September 30, 2021 to September 30, 2022 . The Contract Term may be renewed for one additional one-year CONTRACTState of Vermont Contract ID 0000000000000000000038951 Page 3 of 4 Contract Dates 10/01/2019 to 09/30/2022 Origin CPS Description: CPS DOC/ELEC MEDIA DESTRUCTION Contract Maximum $420,000.00 Buyer Name Buyer Phone Contract Status Linda T Wortman 828-4658 Approved Buildings and General Services Office of Purchasing & Contracting 109 State St Montpelier VT 05609-3001 United States Supplier 0000102588 SecurShred Shred This Inc PO Box 2123 S Burlington VT 05407 United States Phone #:(877) 863-3003 Unit Max Max Line # Item ID Item Desc UOM Price Qty Amt period at the discretion of the State. Taxes Due to the State. Contractor certifies under the pains and penalties of perjury that, as of the date this contract amendment is signed, the Contractor is in good standing with respect to, or in full compliance with a plan to pay, any and all taxes due the State of Vermont. Child Support (Applicable to natural persons only; not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of this amendment. Certification Regarding Suspension or Debarment. Contractor certifies under the pains and penalties of perjury that, as of the date this contract amendment is signed, neither Contractor nor Contractor's principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs, or programs supported in whole or in part by federal funds. Contractor further certifies under pains and penalties of perjury that, as of the date this contract amendment is signed, Contractor is not presently debarred, suspended, nor named on the State's debarment list at: http://bgs.vermont.gov/purchasing-contracting/debarment This document consists of 4 pages. Except as modified by this Amendment No. 1, all provisions of the Contract remain in full force and effect. WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT By the STATE of VERMONT By the CONTRACTOR Date:__________________________________________ Date:__________________________________________ Signature:_____________________________________ Signature:_____________________________________ Name:__________________________________________ Name:__________________________________________ Title:_________________________________________ Title:_________________________________________ Email:_________________________________________ Email:_________________________________________ CONTRACTState of Vermont Contract ID 0000000000000000000038951 Page 4 of 4 Contract Dates 10/01/2019 to 09/30/2022 Origin CPS Description: CPS DOC/ELEC MEDIA DESTRUCTION Contract Maximum $420,000.00 Buyer Name Buyer Phone Contract Status Linda T Wortman 828-4658 Approved Buildings and General Services Office of Purchasing & Contracting 109 State St Montpelier VT 05609-3001 United States Supplier 0000102588 SecurShred Shred This Inc PO Box 2123 S Burlington VT 05407 United States Phone #:(877) 863-3003 Unit Max Max Line # Item ID Item Desc UOM Price Qty Amt Jennifer Fitch Commissioner - Buildings and General Services STATE OF VERMONT Contract #38951 Page 1 of 8 Revision Date: 12/12/2018 STANDARD CONTRACT FOR SERVICES 1. Parties. This is a contract for services between the State of Vermont, Buildings and General Services, Office of Purchasing and Contracting (hereinafter called “State”), and Shred This, Inc d/b/a SecurShred, with a principal place of business in South Burlington, VT, (hereinafter called “Contractor”). Contractor’s form of business organization is Corporation. It is Contractor’s responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number. 2. Subject Matter. The subject matter of this contract is services generally on the subject of providing document destruction services (paper and other media), electronic media destruction (hard drives, computers, cell phones etc) 3. Maximum Amount. In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $345,000.00. 4. Contract Term. The period of Contractor’s performance shall begin on October 1, 2019 and end on September 30, 2021 with the option to renew for two (2) additional twelve (12) month periods. 5. Prior Approvals. This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations. 6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. 7. Termination for Convenience. This contract may be terminated by the State at any time by giving written notice at least thirty (30) days in advance. In such event, Contractor shall be paid under the terms of this contract for all services provided to and accepted by the State prior to the effective date of termination. 8. Attachments. This contract consists of 13 pages including the following attachments which are incorporated herein: Attachment A - Statement of Work Attachment B - Payment Provisions Attachment C – “Standard State Provisions for Contracts and Grants” a preprinted form (revision date 12/15/2017) STATE OF VERMONT Contract #38951 Page 2 of 8 Revision Date: 12/12/2018 9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence: (1) Standard Contract (2) Attachment C (Standard State Provisions for Contracts and Grants) (3) Attachment A (4) Attachment B WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT By the State of Vermont: By SecurShred: Date: Date: Signature: Signature: Name: Name: Title: Title: STATE OF VERMONT Contract #38951 Page 3 of 8 Revision Date: 12/12/2018 ATTACHMENT A – STATEMENT OF WORK The Contractor shall provide document destruction services (paper and other media), electronic media destruction (hard drive, computers, cell phones etc.). Contractor shall provide services for the destruction of paper records, hard drives and other electronic media in a secure environment in a manner that shall ensure that records and electronic media, and information contained therein, cannot be reconstructed or reread. TYPES OF MATERIALS: Records may include paper and non-paper items. 2.1.1. PAPER AND ANALOG RECORDS: Can be described as white paper, colored paper, manila folders, hanging file folders and paper bound by staples and/or paperclips, newspapers and magazines and envelopes. Analog records can include video cassette tapes, audio tapes, film, microfilm, and microfiche. 2.1.2. ELECTRONIC MEDIA; Can be described as compact discs, floppy disks, and flash drives. Other electronic media includes laptop portable and notebook computers, CPU’s – desktop, towers and server computers; hard drives from both computer and copiers, handheld wireless devices, PDA’s, cellphones, phones, computer shells, keyboards, mice, speakers, cables and other peripherals, monitors, CRTs, LCDs, desktop printers and fax machines, and print/copy stations. 2.1.3. OTHER Destruction: ID’s, cigarettes, lottery tickets, labels/stickers, and tags etc. 2.2. SERVICES: 2.2.1. WEEKLY, BI-WEEKLY AND MONTHLY PICKUPS: Contractor shall perform services on a weekly, bi-weekly, or monthly basis. Weekly and bi-weekly pickup for on-site shredding with off-site disposal shall be scheduled by the Contractor on the same day of the week unless there is a holiday, then pickup times must be scheduled on the next business day. The monthly pickup for on-site shredding with offsite disposal shall be scheduled on the same day of the week every four weeks. Unless there is a holiday, then pickup times must be scheduled on the next business day. Pickups will be scheduled between 8:30 am and 4:00 pm only Monday-Friday. Additional unscheduled pickups for onsite shredding may be requested by individual state agencies as the need occurs. 2.3. CONTAINERS: The Contractor shall provide the totes or similar holding containers to accommodate the paper records collection for multiple state locations. 2.3.1. All containers shall be equipped with attached lid, locking devices, and wheels. 2.3.2. Contractor shall be responsible for maintaining all containers in good working order, cleaning containers as necessary and providing replacement and/or additional containers as requested during the term of the contract and any extensions. 2.3.3. Contractor shall send personnel to install containers and familiarize State employees with their customized destruction schedule. 2.3.4. The State shall pay only for destruction services and not for the delivery or use of contractor’s containers. 2.3.5. The containers remain the property of the contractor throughout the contract period and any extensions. STATE OF VERMONT Contract #38951 Page 4 of 8 Revision Date: 12/12/2018 2.4. INFORMATION SECURITY AND SAFEGUARDS 2.4.1. All Contractor employees must meet the Background Investigation Minimum Requirements defined in the Internal Revenue Service’s (IRS) Publication 1075 “Tax Information Security Guidelines for Federal, State and Local Agencies.” 2.4.2. Information contained in any paper or analogy record or electronic media will be treated as confidential and will not be divulged or made known in any manner to any person except as may be necessary in the performance of this Contract. Disclosure to anyone other than an officer or employee of the Contractor will be prohibited 2.4.3. Contractor shall maintain a completely confidential destruction process. The Contractor shall provide the State of Vermont with a general certification that all material handled shall be held as confidential in a secure environment at all times and that the Contractor’s employees shall not divulge any information. 2.4.4. Contractor shall comply with the Chain of Custody requirements located at https://digitalservices.vermont.gov/working-us/policies to verify that all materials have been destroyed and not sold prior to destruction process to outside parties. 2.4.5. Contractor shall guarantee protection from misuse of records and electronic media designated for destruction and shall be liable for disclosure of records and electronic media, and the information contained therein, to other parties. 2.4.6. Contractor shall certify that each Contractor employee understands the State’s Information Security and Safeguard policy outlined in this contract. The initial certification and recertification must be documented and placed in the State's files for review. For both the initial certification and the annual certification, the Contractor must sign a confidentiality statement certifying its understanding of the security requirements. 2.4.7. The State of Vermont may require an inspection of the Contractor’s facilities and associated disposal facilities and may require swift and appropriate remedies should such inspection determine that inspected facilities do not meet requirements agreed to in the contract. 2.4.8. On the basis of such inspection, corrective actions may be required in cases where the Contractor is found to be noncompliant and the State has the right to void the Contract if the Contractor fails to provide the information security and safeguards described above. 2.5. ACCOUNT MANAGEMENT 2.5.1. The Contractor shall bill the various departments for services performed in accordance with the Terms and Payment Schedule. 2.6. CONTRACTOR CERTIFICATE OF DOCUMENT DESTRUCTION: The Contractor shall provide the State at time of destruction a “Certificate of Destruction” containing information as follows: 2.6.1. SIGNED SHREDDING SLIP: Signed by State of Vermont Employee. 2.6.2. DATE OF PICKUP AND DATE OF DESTRUCTION: The date the material was picked up and the date material was destroyed. 2.6.3. CERTIFICATION: That all records have been handled, shredded and destroyed in a confidential manner. 2.6.4. SIGNATURE: of the individual providing certification with job title. 2.6.5. DATE: of certification 2.6.6. AMOUNT: Number of pounds of material destroyed, measured by a scale which has been certified accurate by the appropriate government authority. Copy of certification/re- certification to be provided initially as well as copies of periodic re-certifications. https://digitalservices.vermont.gov/working-us/policies STATE OF VERMONT Contract #38951 Page 5 of 8 Revision Date: 12/12/2018 2.6.7. RECYCLED MATERIAL: Refer to State procedures used to dispose of recyclable materials. 2.7. GENERAL DESTRUCTION AND DISPOSAL 2.7.1. Disposal Requirements: The Contractor shall be responsible for the destruction of all paper and analog records and electronic media which have been picked up by the contractor in the previously described containers. 2.7.2. Guidelines and Standards. The method of destruction shall meet guidelines for destruction for each format as established by National Association for Information Destruction (NAID) in their criteria for certification and, where applicable, the National Institute of Standards and Technology (NIST) Special Publication 800-88, “Guidelines for Media Sanitation,” as amended. 2.8. ELECTRONIC MEDIA DESTRUCTION AND DISPOSAL 2.8.1. COMPLIANCE: The Contractor shall comply with the most recent issue of the Agency of Digital Services (ADS) Digital Media and Hardware Disposal Policy and Standard. These documents can be located on the State website at: https://digitalservices.vermont.gov/working-us/policies 2.8.2. PHYSICAL DESTRUCTION: Physical destruction shall be the primary method used for disposal of electronic media and electronic media storage devices contained in equipment. 2.8.3. CHAIN OF CUSTODY: The Chain of Custody form is required prior to any destruction or removal of electronic media. The Chain of Custody form must be filled out for media to be destroyed as well as information technology equipment to be recycled through BGS or a contracted vendor. The Chain of Custody form can be located on the State website at: https://digitalservices.vermont.gov/working-us/policies The Contractor shall destroy electronic media storage devices. Such devices are contained within, but are not limited to the following: 2.8.3.1. Portable and notebook computers 2.8.3.2. Desktop computers 2.8.3.3. Handheld wireless devices 2.8.3.4. Removable storage devices such as flash drives, floppy disks, optical CD and DVD media, tape and other electronic media storage devices. 2.8.4. The Contractor shall supply a copy of the serial numbers of the hard devices destroyed and a certificate of destruction to an appointed individual within the Agency of Digital Services (ADS). This document must be compared to the Chain of Custody form and confirmed that all media has been destroyed. 2.9. PERFORMANCE EXPECTATIONS 2.9.1. Contractor shall provide the requested services within five (5) working days after a request is made or by the date mutually agreed upon between the using department and the contractor. 2.9.2. Contractor shall perform all services to the sole satisfaction of the State of Vermont. The State reserves the right to routinely audit the security of all destruction processes and services. The contractor shall understand and agree that a State designee may at any time throughout the effective period of agreement, accompany the contractor during any collection, transport or destruction process being conducted by the contractor. The contractor shall not restrict nor in any way limit the State’s right or ability to oversee any or all services provided by the contractor. https://digitalservices.vermont.gov/working-us/policies https://digitalservices.vermont.gov/working-us/policies STATE OF VERMONT Contract #38951 Page 6 of 8 Revision Date: 12/12/2018 2.9.3. Contractor shall provide a single point of contact for all program coordination needs. 2.9.4. Contractor shall provide centralized, concise and timely invoicing for all agencies and departments. 2.9.5. Contractor must be certified by the National Association for Information Destruction (NAID) and maintain certification throughout the contract period and any extensions. 2.9.6. Contractor shall perform all services under this contract in compliance with Federal and state laws and regulations concerning the destruction of records, including but not limited to 1 V.S.A. §315-320, 3 V.S.A. §117, and 3 V.S.A. §218. 3. UVM and Vermont State Colleges: This contract shall also be available for use by the University of Vermont as well as the Vermont State Colleges Inc., a separate corporation that includes Castleton State College, Northern Vermont University, Community College of Vermont, and the Vermont Technical College, under the same prices, terms and conditions as offered to the State. Contractor shall invoice the University of Vermont or Vermont State Colleges, Inc for all items furnished to and purchased by any such entity, which shall solely responsible for payment of such invoice. 4. Municipalities and Schools: This contract shall also be available for use by political subdivisions and independent colleges of the state under the same prices, term and conditions offered to the State. Contractor shall invoice the political subdivisions and independent colleges directly for all items furnished to any such political subdivision or independent college, which shall be solely responsible for payment of such invoices. STATE OF VERMONT Contract #38951 Page 7 of 8 Revision Date: 12/12/2018 ATTACHMENT B – PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products or services actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. Contractor shall submit detailed invoices itemizing all work performed during the invoice period, including the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment by the State. All invoices must include the Contract # for this contract. 4. Contractor shall submit invoices to the State in accordance with the schedule set forth in this Attachment B. Unless a more particular schedule is provided herein, invoices shall be submitted not more frequently than monthly. 5. Invoices shall be submitted to the Contractor’s standard billhead and forwarded directly to the institution or agency ordering materials or services and shall specify the address to which payments will be sent. 6. The State Purchasing Card may be used by State Purchasers for the payment of invoices. Use of the Purchasing Card requires all required documentation applicable to the purchase. 7. The payment schedule for delivered products, or rates for services performed, and any additional reimbursements, are as follows: Standard Size Bankers Box Pricing 1-20 Boxes $5.00 price per box 21-75 Boxes $5.00 price per box Over 75 Boxes $5.00 price per box ** $50.00 minimum stop fee when providing box shredding only Tote Pricing 64 Gallon Tote $15.00 price per tote Executive console $15.00 price per console **$22.00 minimum stop fee when providing container service STATE OF VERMONT Contract #38951 Page 8 of 8 Revision Date: 12/12/2018 Electronic and Digital Media Hard Drive Destruction $6.00 out of machine price each $8.00 inside of machine Print/copy Station $0.50 price/lb Laptop Portable and Notebook $0.25 price/lb CPU’s Desktop, Towers and Servers Handheld wireless devices, PDA’s, cellphones $0.25 price/lb $0.50 price/lb and phones Computer Shells (laptop or desktop that is not $0.25 price/lb operational and may or may not have all components/hardware inside of it) Peripherals: keyboards, mice, speakers, $0.40 price/lb cables and other peripherals Monitors, CRT’s, LCDs $0.45 price/lb Desktop printers and fax machines $0.50 price/lb Other storage media (CD’s, floppies, backup $0.50 price/lb Tapes, video/audio tape, and microfilm ect) Other media: Destruction of drivers’ licenses, $0.50 price/lb stickers like vehicle registrations and inspections and taxable products like cigarettes Attachment C - Page 1 of 5 ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS REVISED DECEMBER 15, 2017 1. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor, Grantee or Subrecipient, with whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement. “Agreement” shall mean the specific contract or grant to which this form is attached. 2. Entire Agreement: This Agreement, whether in the form of a contract, State-funded grant, or Federally-funded grant, represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect. 3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont. Any action or proceeding brought by either the State or the Party in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State with regard to its performance under this Agreement. Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial. 4. Sovereign Immunity: The State reserves all immunities, defenses, rights or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement. 5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the State withhold any state or Federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes. 6. Independence: The Party will act in an independent capacity and not as officers or employees of the State. 7. Defense and Indemnity: The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits. After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement. The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement. Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or other costs of the Party or any third party. 8. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of insurance on file with the State through the term of this Agreement. No warranty is made that the coverages and limits listed Attachment C - Page 2 of 5 herein are adequate to cover and protect the interests of the Party for the Party’s operations. These are solely minimums that have been established to protect the interests of the State. Workers Compensation: With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont. Vermont will accept an out-of-state employer's workers’ compensation coverage while operating in Vermont provided that the insurance carrier is licensed to write insurance in Vermont and an amendatory endorsement is added to the policy adding Vermont for coverage purposes. Otherwise, the party shall secure a Vermont workers’ compensation policy, if necessary to comply with Vermont law. General Liability and Property Damage: With respect to all operations performed under this Agreement, the Party shall carry general liability insurance having all major divisions of coverage including, but not limited to: Premises - Operations Products and Completed Operations Personal Injury Liability Contractual Liability The policy shall be on an occurrence form and limits shall not be less than: $1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal & Advertising Injury Automotive Liability: The Party shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in connection with the Agreement. Limits of coverage shall not be less than $500,000 combined single limit. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, limits of coverage shall not be less than $1,000,000 combined single limit. Additional Insured. The General Liability and Property Damage coverages required for performance of this Agreement shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, then the required Automotive Liability coverage shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. Coverage shall be primary and non-contributory with any other insurance and self-insurance. Notice of Cancellation or Change. There shall be no cancellation, change, potential exhaustion of aggregate limits or non- renewal of insurance coverage(s) without thirty (30) days written prior written notice to the State. 9. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports and other proofs of work. 10. False Claims Act: The Party acknowledges that it is subject to the Vermont False Claims Act as set forth in 32 V.S.A. § 630 et seq. If the Party violates the Vermont False Claims Act it shall be liable to the State for civil penalties, treble damages and the costs of the investigation and prosecution of such violation, including attorney’s fees, except as the same may be reduced by a court of competent jurisdiction. The Party’s liability to the State under the False Claims Act shall not be limited notwithstanding any agreement of the State to otherwise limit Party’s liability. 11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public. 12. Location of State Data: No State data received, obtained, or generated by the Party in connection with performance under this Agreement shall be processed, transmitted, stored, or transferred by any means outside the continental United States, except with the express written permission of the State. 13. Records Available for Audit: The Party shall maintain all records pertaining to performance under this agreement. “Records” means any written or recorded information, regardless of physical form or characteristics, which is produced or Attachment C - Page 3 of 5 acquired by the Party in the performance of this agreement. Records produced or acquired in a machine readable electronic format shall be maintained in that format. The records described shall be made available at reasonable times during the period of the Agreement and for three years thereafter or for any period required by law for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. 14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of 21 V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement. 15. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter. 16. Taxes Due to the State: A. Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including income tax withholding for employees performing services within the State, payment of use tax on property used within the State, corporate and/or personal income tax on income earned within the State. B. Party certifies under the pains and penalties of perjury that, as of the date this Agreement is signed, the Party is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont. C. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes determines that the Party is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont. D. Party also understands the State may set off taxes (and related penalties, interest and fees) due to the State of Vermont, but only if the Party has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Party has no further legal recourse to contest the amounts due. 17. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items. 18. Child Support: (Only applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as of the date this Agreement is signed, he/she: A. is not under any obligation to pay child support; or B. is under such an obligation and is in good standing with respect to that obligation; or C. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that plan. Party makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States. 19. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Location of State Data”); Section 14 (“Fair Employment Practices and Attachment C - Page 4 of 5 Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”). 20. No Gifts or Gratuities: Party shall not give title or possession of anything of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement. 21. Copies: Party shall use reasonable best efforts to ensure that all written reports prepared under this Agreement are printed using both sides of the paper. 22. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Party nor Party’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in Federal programs, or programs supported in whole or in part by Federal funds. Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is not presently debarred, suspended, nor named on the State’s debarment list at: http://bgs.vermont.gov/purchasing/debarment 23. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential conflicts of interest. 24. Confidentiality: Party acknowledges and agrees that this Agreement and any and all information obtained by the State from the Party in connection with this Agreement are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. 25. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay of performance of any obligations under this Agreement to the extent such failure or delay shall have been wholly or principally caused by acts or events beyond its reasonable control rendering performance illegal or impossible (excluding strikes or lock-outs) (“Force Majeure”). Where Force Majeure is asserted, the nonperforming party must prove that it made all reasonable efforts to remove, eliminate or minimize such cause of delay or damages, diligently pursued performance of its obligations under this Agreement, substantially fulfilled all non-excused obligations, and timely notified the other party of the likelihood or actual occurrence of an event described in this paragraph. 26. Marketing: Party shall not refer to the State in any publicity materials, information pamphlets, press releases, research reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to third parties except with the prior written consent of the State. 27. Termination: A. Non-Appropriation: If this Agreement extends into more than one fiscal year of the State (July 1 to June 30), and if appropriations are insufficient to support this Agreement, the State may cancel at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. In the case that this Agreement is a Grant that is funded in whole or in part by Federal funds, and in the event Federal funds become unavailable or reduced, the State may suspend or cancel this Grant immediately, and the State shall have no obligation to pay Subrecipient from State revenues. B. Termination for Cause: Either party may terminate this Agreement if a party materially breaches its obligations under this Agreement, and such breach is not cured within thirty (30) days after delivery of the non-breaching party’s notice or such longer time as the non-breaching party may specify in the notice. C. Termination Assistance: Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State. 28. Continuity of Performance: In the event of a dispute between the Party and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms. Attachment C - Page 5 of 5 29. No Implied Waiver of Remedies: Either party’s delay or failure to exercise any right, power or remedy under this Agreement shall not impair any such right, power or remedy, or be construed as a waiver of any such right, power or remedy. All waivers must be in writing. 30. State Facilities: If the State makes space available to the Party in any State facility during the term of this Agreement for purposes of the Party’s performance under this Agreement, the Party shall only use the space in accordance with all policies and procedures governing access to and use of State facilities which shall be made available upon request. State facilities will be made available to Party on an “AS IS, WHERE IS” basis, with no warranties whatsoever. 31. Requirements Pertaining Only to Federal Grants and Subrecipient Agreements: If this Agreement is a grant that is funded in whole or in part by Federal funds: A. Requirement to Have a Single Audit: The Subrecipient will complete the Subrecipient Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit is required for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the audit report to the granting Party within 9 months. If a single audit is not required, only the Subrecipient Annual Report is required. For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient expends $500,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with OMB Circular A- 133. For fiscal years ending on or after December 25, 2015, a Single Audit is required if the subrecipient expends $750,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with 2 CFR Chapter I, Chapter II, Part 200, Subpart F. The Subrecipient Annual Report is required to be submitted within 45 days, whether or not a Single Audit is required. B. Internal Controls: In accordance with 2 CFR Part II, §200.303, the Party must establish and maintain effective internal control over the Federal award to provide reasonable assurance that the Party is managing the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the award. These internal controls should be in compliance with guidance in “Standards for Internal Control in the Federal Government” issued by the Comptroller General of the United States and the “Internal Control Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). C. Mandatory Disclosures: In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Failure to make required disclosures may result in the imposition of sanctions which may include disallowance of costs incurred, withholding of payments, termination of the Agreement, suspension/debarment, etc. 32. Requirements Pertaining Only to State-Funded Grants: A. Certification Regarding Use of State Funds: If Party is an employer and this Agreement is a State-funded grant in excess of $1,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party’s employee’s rights with respect to unionization. B. Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents: (i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances surrounding the inability to so certify, and (ii) that it will comply with the requirements stated therein. (End of Standard Provisions)