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PD Storage Rental; Corodata Records Management, Inc.Corodata Records Management, Inc. Agreement for Services Client Acct Name: Citv of San Rafael: Police Department Acct No.(tbd): 6)9 S q J Full Mailing Address: 1400 Fifth Avenue, San Rafael. CA 94901 Contact Name: Charles Tavlor Phone: 415-485-3088 Email: 394x-srgd.ora THIS AGREEMENT, made , is by and between Corodata Records Management, Inc. (hereafter "Corodata") and The Citv of San Rafael (hereafter, "CLIENT"). The storage location(s) is:Oc','I} Thank you for choosing Corodata! We look forward to serving you. We take our responsibility for the safekeeping of your records very seriously. Please refer to the complete terms and conditions as set forth on the attachment or reverse side, as well as any written addenda, that may be signed by CLIENT and/or Corodata and incorporated as part of this Agreement. On this page, we are highlighting some of the key items for your attention. Toward that end, please note the following: • To enable us to offer such an economically reasonable solution to our clients, we pass along only those costs attributed to your share of space allocated and the work performed. Along these lines, we also seek reimbursement for matters arising specifically due to our relationship with you, including collection, legal, and compliance matters as they may occur from time to time. • Since only you know what is truly in the containers and what the insurable interest is for the contents of these containers, you may want to schedule this property at its replacement value and our location(s) on your insurance policies. If the material is of a confidential or proprietary nature, you may also want to update any liability policies. Our liability, if any, for any loss, damage, destruction or unauthorized access to records is limited to $2.00 per container unless excess valuation has been included by amendment to this Agreement and paid for by you. While we understand that the cost to replicate the intrinsic value of your records may not be represented in the $2.00 amount, this value is specific to each customer. We are also not liable for any loss of profit or special, indirect, incidental or consequential damages of any kind. • Since increased privacy and confidentiality are two of the most frequently given reasons for the selection of Corodata, we invite you to make yourself acquainted with our facility and the steps we have taken to decrease your risk of exposure. Please remember that although we offer a robust database to track as much or little information that you supply, we can never confirm or deny that such information is definitive as to the contents in any particular container or file. • The fees for services to be provided by us are listed on Schedule A. Billing will be on a monthly basis. Payment is due and payable upon receipt of this invoice and no later than 15 days of the invoice. In consideration of Corodata's agreement to provide services for a period of thirty days from the date of this Agreement, CLIENT agrees to store its materials subject to the terms and conditions of this Agreement. The term of this Agreement shall automatically extend for successive terms of the same duration until CLIENT gives Corodata thirty (30) days advance written notice of a termination date and an address for delivery of its material. By executing this Agreement, the undersigned acknowledges and agrees that he o as th uthority to sign the agreement on CLIENT's behalf and that he or she has read, understands, gree provisions se forth in this Ag eemen1clu ing the reverse side hereof, and any duly executed a da C IEN SIGNAT E C� ro dzta- Management Jim Schutz. Citv Manager CLIENT NAME / TITLE (Please Print) Daf 3�z��1 DATE ZO�EDJ TRIM �FE City Attorney TERMS AND CONDITIONS Unless expressly modified by specific provisions set forth in Schedule A, if any, the following terns and conditions shall apply to this Agreement 1. STORED MATERIAL- Corodata shall store and service CLIENT'S material ('Stored Material') CLIENT may modify or add to the Stored Material, which, unless otherwise indicated in writing, shall be held under the same terms and conditions as the Stored Material, and will, from the date of tendering for storage to Corodata, be deemed Stored Material as the term is used herein. 2. ACCEPTANCE -The act of tendering material for storage and/or other services by Corodata constitutes CLIENT'S acceptance of the terms, conditions and rates and other provisions of this Agreement. Comdata may amend the provisions of the Agreement by providing mitten notice of such amendments to CLIENT. CLIENT may reject the amended provisions but must do so in writing within thirty (30) days after the date of Comdata's notice CLIENT's payment of the invoice evidences its assent to any amended provisions in this Agreement. 3, RATES- CLIENT agrees to pay Comdata for its storage and services according to Comdata's then current Schedule of Rates and any revisions thereto Monthly rates shall be due in advance Rates and services may be changed upon thirty (30) days notice to the CLIENT. For Stored Material received during a month or stored for a portion of a month, charges will be assessed according to the Schedule of Rates Addit ona charges, if any, shall be paid simultaneously with the monthly rates. Payment is due and payable upon receipt of the invoice and no later than fifteen If 5) days after the date of the invoice. An interest charge at the 'egal rate of interest in this state will be assessed on the entire unpaid balance if storage charges remain unpaid Corodata may impose a Supplemental Energy Charge. 4. ACCESS TO STORED MATERIAL a Stored Material and information Contained therein shall be delivered to CLIENT's authorized representatives. CLIENT represents that its authorized representatives have full authority to order any service for or removal of the Stored Material, and to deliver and receive such. Such order may be given via telephone, electronically, fax, in writing or in person Corodata shall not be liable to CLIENT by granting access to the Stored Material to any person representing him or herself as an authorized representative. b When Stored Material is ordered out, Corodata shall be given a reasonable time to carry out said instructions, and if it is unable to do so (or to provide any other service here n contemplated) because of, including, but not limited to, acts of God or public enemy, seizure or legal process, natural disasters, strikes, lockouts, riots and civil unrest, or other reason beyond Comdata's reasonable control or because of loss, damage or destruction of Stored Material for which Corodata is not responsible, or because of any other excuse provided by law, Corodata shall not be liable for failure to carry out such instructions or services. c In the Event of a Default, COMPANY Corodata reserves the right to deny access to or delivery of the Stored Material until such time as CLIENT has cured such Default under this Agreement d CLIENT authorized representatives shall have the right, at reasonable times and upon reasonable notice, to examine the media and/or records and compilations of data of Corodata, which pertain to the performance of this Agreement. 5. DELIVERY AND REMOVAL a Corodata shall not be liable for any loss, damage, destruction or unauthorized access to CLIENT materials in transit, or to items which may receive sudden and accidental damage, pursuant to conditions specified in Sect.on 6, below. b Corodata may charge a permanent removal fee in addition to any other accrued charges when Stored Material is wihdrawn from storage or upon termination of this Agreement. c Corodata must deliver all boxes permanently removed but not destroyed as instructed by CLIENT at CLIENT's expense 6. DEFINITION OF LIABILITY 6.1 Corodata shall not be liable for any loss, damage or destruction to Stored Material or unauthorized access, however caused, unless such loss, or damage, destruction or unauthorized access resulted from the failure by CORODATA to exercise such care In regard thereto as a reasonably careful person would exercise in like circumstances. In any event, CORODATA is not responsible for the repair, replacement or restoration of lost, damaged or destroyed property. 6.2 Comdata's liability, if any, for loss, damage, unauthorized access or destruction to any part or all of the Stored Material shall be limited to $2.00 per container, which amount CLIENT declares to be the value of the Stored Material, unless CLIENT declares an excess valuation and pays an additional monthly charge for said excess valuation In such case, CLIENTS liability shall be limited to the amount of the excess valuation per container. Such limitation of liability shall apply regardless of the cause of loss, damage, destruction or unauthorized access of the Stored Material. Corodata shall not be charged with any knowledge of the content of the Stored Material. 6.3 Corodata shall not be liable for any loss of profit or special, indirect, incidental or consequential damages of any kind. 6.4 Stored Material is not nsured by Comdata age nst loss or injury, however caused. CLIENT is advised to insure the Stored Material and to Schedule Corodata location(s) in its own insurance policies at declared values CL ENT should also evaluate is various I ability po icies for defense aganst loss of or unauthorized access to third -party data and/or materials CLIENT shall cause its insurers to waive any right of subrogation against Corodata. 6.5 CLIENT understands and acknowledges that normal deterioration and aging of all record media occurs with time 6.6 Cla ms by CLIENT for loss, damage destruction or unauthorized access must be presented in writing to Corodata within a reasonable time and in no event longer than sixty (60) days after CLIENT is notified by Corodata that loss, damage, destructon or unauthorized access of part or all of the Stored Material has occurred, whichever time is shorter. 6.7 Corodata shall not be liable to CLIENT or any th to party for loss, damage, unauthorized access, or destruction of the Stored Material by Corodata pursuant to this Agreement. unless timely written notice of the claim has been given as provided in Section 6.6 of th s Agreement, and unless legal proceedings are commenced for the claim either within nine (9) months after dale of delivery or return by Corodata of the Stored Material by Corodata to CLIENT, or within nine (9) months after CLIENT is notified that loss, damage, destruction or unauthorized access of part or all of the Stored Material has occurred, whichever is shorter 6.8 All I mitations of liability in Section 6 apply to the entire Agreement and relationship between Corodata and CL: ENT, regardless of whether any action is brought in tort, contract or other theory of liability. 7. TERM AND TERMINATION - The term of this Agreement shall automat caly extend for successive terms of the same duration until CLIENT gives Corodata thirty (30) days advance written notice of a termination date and an address for delivery of the Stored Material CLIENT acknowledges that Corodata must reserve space for storage of its deposits in its buildings. If CLIENT terminates this Agreement before the completion of the term for any reason, CLIENT agrees to pay Corodata early termination fees These fees shall become due as of the effective date of the lerm.nation. CLIENT's early termination fees shall be equal to (1) all unpaid and waived non-recurring charges reasonably expended by Corodata as well as costs incurred by Corodata to establish service to CLIENT; and (2) a I recurring charges for the balance of the then current term. If Corodata continues to hold CLIENT's property after any expiration or termination of this Agreement, the terms of this Agreement shall continue to apply until a I property has been removed from Comdata's facilities. Corodata may adjust rales upon thirty (30) days' written notice. 8. DEFAULT 6 1 The occurrence of any one or more of the fol owing events shall constitute default (-Events of Default'): a Fa lure to pay any sum due hereunder with n fifteen (15) days of when due; or b Breach of any other provision of this Agreement 8 2 Upon the occurrence of any of the Events of Default Corodata at its sole option, may exercise any or al of the following remedies without terminating this Agreement CLIENT's failure to comply with any of the following demandsideliveries shall constitute an additional default and failure to mit gate damages, a Demand payment in advance by certified check, cashier's check, money order, or wire transfer prior to the performance of any services on behalf of CLIENT b Demand 'n writing that CLIENT pick up the Stored Material. c De:rver the Stored Material to the Delivery Address, f spec fled, and .f not, to CLIENT'S address. Delivery of Stored Material to CLIENT shall be at CLIENT'S sole cost and expense and payment of all outstanding storage, handl ng and delivery charges must be prepaid to Corodata. d. Destroy the Stored Matenal, unless prolibled by state or federal statute, upon thirty (30) days advance written not ce to CLIENT. CLIENT recognizes that since the Stored Material has little or no market value, the sale of the materia would be impossible, and destruction is the only way for Corodata to in tigale its damage. 8.3 If this Agreement is not terminated, CLIENT shall continue to pay all sums due under this Agreement up to and including the date of delivery of the Stored Material. Alternatively, in the event the Agreement is not terminated and Corodata continues to provide services to CLIENT, CLIENT shall continue to pay sums due under this Agreement and Corodata may, at its sole discretion, require CLIENT to pay an advance deposit in an amount equivalent of up to six (6) months storage fees and costs. 8 4 Corodata also has the option to terminale this Agreement, whereupon CLIENT shall pay all damages suffered by Comdata In the event Corodata takes any action pursuant to Section 8, it shall have no liability to CLIENT or anyone claiming through CLIENT. The exercise by Corodata of any one or more of the remedies provided in this Agreement shall not prevent the subsequent exercise by Corodata of any one or more of the other remedies herein provided. All remedies provided for in this Agreement are cumulative and may, at the election of Corodata, be exercised alternatively, successively cr in any other manner and are in addition to any of the rights provided by law. Corodata shay be emitted to include all reasonable attorneys' fees and costs incurred in connection with the enforcement of this Agreement 9. DESTRUCTION OF RECORDS - Corodata may destroy Stored Material upon written instruct on from the CLIENT. Said destruction of the Stored Material shall be at CLIENT'S cost and expense CLIENT releases Corodata from any and all liability by reason of the destruct on of such Stored Material pursuant to this paragraph and section 8.2.d above and to direct the disposition of its the Stored Material. 10. OWNERSHIP OF STORED MATERIAL - CLIENT warrants and represents that it is the owner or'egal custodian of the Stored Material and has lawful possession of and legal authority to store its materials in accordance with the terms and cond tions set forth herein, and if there be any litigation concerning the Stored Materia, CLIENT agrees to pay all attorney s fees, which Corodata may reasonably incur or become liable to pay in connection therewith 11. RELOCATION OF STORED MATERIAL- To accommodate its expansion, Corodata reserves the right to relocate Stored Material to another Corodata warehouse facility within a 50 -mile radius without advance notification to CLIENT. Such re ocation shall not interfere with Comdata's enforcement of its rights under the Cal fomia Commercial Code. 12. INDEMNIFICATION - Un'ess caused by the negligence of Corodata, CLIENT agrees to fully indemn fy and hold harmless Comdata its officers, employees and agents for any liability, cost or expense, including reasonable attorney's fees and costs, that Corodata may incur as a result of any claims, demands, costs or judgments against l arising out of its relations with CLIENT or third parties pursuant to this Agreement. 13. ASSIGNMENT - No rights, liabfit es or obligations of CLIENT under this Agreement can be assigned without the express consent of Corodata, which Corodata may withhold at its discretion Until such express written consent is granted by Comdata, CLIENT remains fully liable under this Agreement. 14. COVENANTS - a. CLIENT agrees to comply with Comdata's Customer Procedure Manual b. Any electronic med.a stored with Corodata must be encrypted. c CLIENT shall not, at anytime, store with Corodata, any narcotics, medical waste, materials considered to be highly flammable, explosive, toxic, or radioactive; organic material, which may attract vermin or insects, or any other materials which are otherwise illega:, dangerous or unsafe to store or handle :n an enclosed area, or that is regulated understate or federal laws relating to the environment or hazardous materials. Corodata reserves the right, but shall not have the obligation, to open and inspect any record materials tendered for storage and to refuse acceptance of materials that fail to comply with Comdata's storage restrictions and guidelines CLIENT shal not store negotiabPe instruments. jewelry, check stock, ticket stock or other items that have intrinsic market value d. Corodata shal.' not be charged with knowledge of the contents of the Stored Material, and due to the incomplete nature of the CLIENT inventory details known to Corodata, Corodala shall not be liable for loss of any m ssing material unless (i) an Addendum is added as part of this Agreement, which expressly includes the obligation for Comdata to inventory the page -level contents of the Stored Material and (ii) CLIENT establishes such loss occurred because of Corodata s failure to exercise the reasonable care required under Section 6, above. 15. CONFIDENTIALITY - Corodata shall implement and maintain reasonable safeguards designed to protect the confidentiality of CLIENT's information, and shall not intentionally disclose such information to third parties without CLIENT's written consent Corodata is authorized to comply with any subpoena or similar order, provided that Corodata notifies CLIENT promptly thereof (un ess such notice is prohibited by law) 16. IMAGING - If Corodata is perfomring Imaging services for CLIENT, a separate Imaging proposal shall be signed by Corodala and CLIENT and incorporated herein by reference Corodala is not responsible for any emors discovered in the scanned images after the thirty (30) day CLIENT review is complete, or whenever the original material is returned to CLIENT, whichever comes first Corodala shall not be liable for any loss or damage to the source documents to be scanned, or unauthorized access, as set forth above in Section 6. 17. MISCELLANEOUS - The term *Agreement* as used herein shall be deemed to include any and all Schedules and addendums Addenda that may be s gned by CLIENT and Corodata and attached and incorporated herein as part of this Agreement. This Agreement, the terms and conditions staled herein, all Schedules and Addenda shall constitute a warehouse receipt This Agreement constitutes the entire agreement between the parties, and supersedes any and all agreements, arrangements and understandings, includ ng CLIENT's Purchase Orders, whether oral or written, between the parties. Without lim ting the foregoing, any CLIENT Purchaser Orders are for CLIENT's internal purposes only, are superseded by this Agreement, and shall not be legally binding upon or enrorceab'e against Corodata. No waiver of any right or remedy shall be effective unless in writing and nevertheless, shall not operate as a waiver of any other right or remedy on a future occasion. Every provision of this Agreement is intended to be severable. If any term or provision is illegal, invalid or unenforceab e, there shal. be added automatically as part of th s Agreement, a provision as similar in terms as necessary to render such provision legal, valid and enforceable. This Agreement shall be construed in accordance with the laws of the state of California without giving effect to its conflict of laws principles Corodata shall have, and may exercise. all nghts granted to warehousemen by Caldom a's Commercial Code. All notices under this Agreement shall be in writ ng. Unless de'ivered perso9a:ly, all notices shall be addressed to the appropriate addresses noted herein, or as otherwise noted in writing n accordance with lh;s provision. Notices shall be deemed to have been given on the second day after ma.l:ng if mai ed by U S First Class Mail. Notice of any change of address must be given by CLIENT to Corodala, in writ ng and acknowledged in writing by Corodata on the following monthly statement. Noth ng in this Agreement shall be deemed or construed to constitute or create a partnership, association joint venture, or agency between the parties hereto. Neither party will be .fable for delay nor inab.lity to perform caused by acts of God, governmental actions, labor unrest, acts of terrorism, riots, or other causes beyond its reasonable control. 18. ARBITRATION -Any dispute, controversy or claim arising out of this Agreement or in connection with the Stored Material, whether founded in tort or contract shall be submitted to arb trahon under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and heard by the AAA office in San Diego, Californ•a. The award may be entered as a judgment of a court of record in the County of San Diego Corodala and CLIENT shall share equa'ly the cost of arbitration The arbitrator may not vary, modify or disregard the provisions contained here.n. including those respecting the declared valuation of the Stored Material and the Imitation of liability of Corodata. Clients Initials PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all vrofessional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft 'A";o agreement. 2 Contracting Department Forward final agreement to contractor for �S t their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinances`). 4 City Attorney Review and approve form of agreement; ���, bonds, and insurance certificates and endorsements. 0h 5 City Manager / Mayor 1 or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the�� contracting department. To be completed by Contracting Department: Project Manager: Lt. Dave Starnes Project Name: Corodata —Storage Rental Agreement Agendized for City Council Meeting of (if necessary): _N/A FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. "-. Council approval is required if contract is over $20,000 on a cumulative basis.