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CC Records Storage Agreement 2019r V. 1 DATASAFE Records Management Service Agreement THIS RECORDS MANAGEMENT SERVICE AGREEMENT INCLUDING ANY ADDENDA (the "Agreement") IS BY AND BETWEEN DATASAFE, INC., A CALIFORNIA CORPORATION ("DATASAFE"), AND THE PARTY WHOSE NAME IS LISTED BELOW (the "Client") FOR THE STORAGE, HANDLING AND OTHER SERVICES DESCRIBED IN THIS AGREEMENT, ON THE FOLLOWING TERMS AND CONDITIONS: ACCOUNT NAME: City of San Rafael SECTION 1. SERVICES DataSafe shall provide, and Client accepts and shall pay for the storage, handling and other services described in the attachment, upon the terns set forth herein and in the attached Rate Schedule. SECTION 2. DECLARATION OF VALUE Client hereby declares the value of all records transported, stored, handled or otherwise serviced, now or hereafter, for its account (the "records") to be the greater of $1-00 per storage unit or the replacement cost of the media on which the records are stored. In the case of imaging or indexing services, Client hereby declares the value of the records to be the higher of $ 001 per page or $1.00 per standard box. Client hereby declares that all electronic media sent to DataSafe shall be encrypted for security purposes. Client understands that DataSate's liability for damage to or loss of records is limited to the values declared in this Section'_. For purposes of this Agreement, a "storage unit" means any item which is deposited and labeled, including but not limited to a box or tape. SECTION 3. GENERAL Client hereby agrees that it, and its employees, agents and contractors, shall cooperate with the employees, agents and contractors of DataSafe, as necessary to ensure the smooth operation of DataSafe's business and the safety, care and management of the premises. Client agrees to be bound by the terms and conditions of -this Agreement. CLIENT City of San Rafael DATASAFE, INC - Company By 1400 Fifth Avenue, Room 209 4zz � 5, I' SCI Mailing Address Signature Date San Rafael, CA 94901 5 C&TE `r, QG�S City, State ip Code Print Name aflQ,_--C-7V'Z C4-- sAte& Signature Date Title L -J r\ d SAy 'Lam- May 1. 2019 Print Name Commencement Date SECTION 4. TERM AND RENEWAL The initial tern ofthis Agreement shall run from the Commencement Date set forth above until the third anniversary ofthe Commencement Date (the" Initial Term"). After the Initial Term, the term shall be automatically extended and renewed for successive periods of one year each (a "Renewal Term") unless at least 60 days prior to the then current expiration date either party gives written notice to the other of termination. SECTION 5. RECORDS MANAGEMENT SERVICES All records transported, stored, handled or odmemise serviced by DataSafe under this Agreement shall be referred to as the "Records". Services available are those listed on the attached Rate Schedule. DataSafe may engage independent contractors to perform some ofthe services provided for in this Agreement DataSafe's liability for the acts ofsuch independent contractor shall not be greater than its liability would have been ifthe services were performed by employees ofDataSafe- SECTION 6. CHARGES Dunng the Initial Term, Client shall pay for storage and/or schedule services according to the Rate Schedule attached to this Agreement, including the Minimum Monthly Fee. After the Initial Tenn, DataSafe may adjust some or all ofthe tees and charges, once everytwelve (12) months upon thirty (30) days written notice. The Minimum Monthly Fee, indicated on the attached Addendum for each account, will be updated to reflect current inventory and scheduled services upon each anniversary without notice to Client Unpaid accounts are subject to a late payment charge of the lesser of] 12% per month or the maximum rate permitted bylaw and Client shall also be liable for all expenses incurred in collecting charges which are in arrears, including reasonable attorneys' fees and costs. SECTION 7. CONFIDENTIALITY The Confidential Information to be disclosed by Client under this Agreement includes all business and technical know-how and information contained in the records stored and handled by DataSafe under this Agreement- DataSafe shall use at least the same degree of care as DataSafe uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of Confidential Information. DataSafe shall not use the Confidential Information except for the purposes of storage, handling, and other services as provided for under this Agreement. DataSafe shall not disclose Confidential Information to anyone except to DataSafe's employees who need to know. This Agreement imposes no obligation upon DataSafe with respect to Confidential Information that: (a) was in DataSafe's lawful possession before receipt from Client-, (b) is or becomes a matter of public knowledge or part ofthe public domain through no fault of DataSafe; (c) is lawfully received by DataSafe from a third party who is not obligated to keep such information confidential; or (d) is disclosed by DataSafe with Client's prior written approval. SECTION 8. LIMITATION OF LIABILITY 8.1 GENERAL DataSafe shall be liable to Client under this Agreement only for loss of or damage to records caused solely by the failure of DataSafe to exercise such care as a reasonably careful person would exercise under like circumstances, and DataSafe's liabilityshall be limited to the lesser of(i) the amount specified under Section 2 ofthis Agreement or (ii) the actual value ofthe records. DataSafe shall not be liable for any other damage sustained by Client on account ofthe services provided under this Agreement. DataSafe shall not be liable for incidental, consequential, special or punitive damages, however caused and regardless of whether an action is brought in tort, contract or other theory. Client's sole remedy for damages from loss or wear and tear ofcontainers or other storage media supplied by DataSafe while used to store records at DataSafe shall be replacement by DataSafe ofthe containers or other media. DataSafe's liability respecting services other than storage and related activities shall not exceed the charge paid by Client for a specific project or, if the loss relates to service of a continuous nature, the aggregate fees paid by Client for such services rendered during the six-month period immediately preceding Client's claim of loss. 8.21MAGI NG& I NDEXING SERVICES In addition to other limitationsofliabilitysetforthinthisAgreement,thefollowingapplytoimagingandindexingservices:(i)Clientrecognizes that the quality of any image or content data depends upon the quality ofthe original record to be scanned or indexed-. (ii) DataSafe's sole responsibility with regard to the condition of records to be imaged or indexed shall be to return the documents in substantially the same condition as the records were delivered to DataSafe; and (iii) In the event that there is an error caused by DataSafe, Client's sole remedy shall be DataSaWs correction of the error within a reasonable time after notification by Client (not to exceed the longer of 30 business days or the time the original project required), provided that Client shall return the original or a copy ofany record necessary for DataSafe to perforin any remedial action. 83 DESTRUCTION SERVICES Once documents or media have been packed up by or delivered to DataSafe for destruction. DataSafe will have no responsibility with regard to maintaining the physical separation or condition of the documents or media. Client bears the full risk that, if it wishes to countermand any instruction to destroy, such countermand may not be timely to prevent destruction or, if timely, the documents or media may be commingled or in a different condition than that delivered to DataSafe- SECTION 9. ACCESS TO RECORDS DataSafe shall accept requests for records only from audmorized persons (-Authorized Subscribers') whonm Client has identified in venting to DataSafe. Authorized Subscribers will need to identify themselves by a numeric code supplied by DataSafe DataSafe shall have no liability to Client by granting access to any records to any Authorized Subscriber under this Section, unless DataSafe receives prior written notice revoking the authorization. SECTION 10. STORAGE AND TRANSPORTATION DataSafe may store the records in any depository and, without notice to Client, may transfer the records, or any part of them from one depository to another, and may move them from one location in a building to another. DataSafe shall have in place at all times at minimum commercially reasonable safeguards to protect stored records consistent with industry standards. SECTION 11. CLAIMS PROCEDURES All claims by Client under this Agreement must be made in writing to DataSafe. Any action to enforce a claim, whether by way of litigation, arbitration or otherwise, is waived unless instituted within 120 days from the date of making such claim. SECTION 12. PAYMENT OF CHARGES All charges for services, storage and scheduled services for the first quarter, transportation, receiving, indexing and other labor charges (together with any sales or applicable tax), are due and payable upon receipt of invoice. Storage and scheduled service charges are payable quarterly in advance. DataSafe will rebate storage charges not earned on any records permanently withdrawn from storage during a quarter, less applicable handling and other charges relating to the permanent withdrawal. Storage charges are applicable to all records which have not been permanently withdrawn from storage, even if the records orally portion are temporarily in the custody of Client, its employees, agents or contractors. Permanent withdrawal of records requires written notice on Client's letterhead from an Authorized Subscriber (as defined in Section 9 above), identifying the records which are to be permanently withdrawn. If Client is delinquent in the payment of three or more invoices in any consecutive twelve month period, DataSafe may, require advance payment by wire transfer, ACH or such other method as specified by DataSafe prior to the performance of any further services. SECTION 13. TERMINATION Prepayment of all accrued, undisputed charges plus charges for access and permanent withdrawal plus the Minimum Monthly Fees for the remainder, if any, of the term of this Agreement is required if substantially all of the records are withdrawn from storage or upon termination of this Agreement, whether during a term or upon expiration or nonrenewal of a term. Subject to the payment in full of all fees and charges, DataSafe shall remove and deliver all records and other property in DataSafe's possession or Premises. at Client's expense, to Client at Client's last known address, unless Client indicates another delivery address in writing. SECTION 14. OTHER REMEDIES If any undisputed charge or claim of DataSafe shall remain unpaid for a period of thirty-five (35) days or more from the date of invoice, or if DataSafe has given notice to Client that DataSafe has become aware ofthe pending or completed dissolution or liquidation of Client, DataSafe may refuse access to any records in its depository, and may cease to perform any retrieval, cataloging, handling or other services for Client. Should Client require access to any records, in whole or in part, during such period of "No Service", Client may access records on a prepayment basis. Client will be advised ofthe charges for the requested service once the order has been placed and DataSafe will require payment of such services in the form of a payment card charge or physical check upon delivery. If any undisputed claim or charge of DataSafe shall remain due and unpaid for a period of thirty-five (35) days or more or if, within fifteen (1 5) days after the notice described above, DataSafe has not received adequate assurances that Client will be able to meet its obligations hereunder, DataSafe may, at its option, terminate this Agreement on five (5) days' notice to Client. If terminated under these conditions, DataSafe may, at its option, (i) assert its rights as a warehouseman under the provisions ofthe California Commercial Code; (ii) after five (5) days' notice to Client, catalog the records and dispose ofthe records by destruction or by the application of statutory abandonment processes; (iii) return all records to the primary service address ofthe account, charging Client the maximum fee therefore allowed by DataSafe's then published rates; and/or (iv) seek recovery under any other right allowed at law or in equity. SECTION 15, COURT ORDER If by reason of any court order or process, DataSafe is forbidden to allow, or is advised by counsel not to allow, any records to be viewed or taken by any person, DataSafe may refuse access to such records until such court order or process is of no further force or effect, or until otherwise advised by counsel. Client waives all claims for damages against DataSafe, and agrees to indemnify and hold DataSafe harmless for any losses, liability, damages or expense (including attorneys' fees) incurred in connection with the court order. SECTION 16. WARRANTY OF AUTHORITY Client represents and warrants that it is the owner or legal custodian ofthe records that are the subject of this Agreement and that Client has full authority to deal with the records as anticipated by this Agreement. Client shall indemnity and hold DataSafe harmless against any claims by third parties conceming the ownership, custody or disposition of any records which become the subject of this Agreement. SECTION 17. ARBITRATION Either DataSafe or Client may, at its option, require any disputes under this Agreement to be submitted to binding arbitration by written demand mailed to the other party at its last known address at any time after the claiming party has made a claim but not later than 30 days after service of summons is made on the other party respecting any claim. The arbitration shall be conducted before one arbitrator in San Francisco, Califomia, in accordance with the Commercial Arbitration Rules ofthe American Arbitration Association. The arbitrator may not vary, modify or disregard the provisions of this Agreement, including the declared value ofthe goods. the limitations on DataSafe's liability, and the burden of proof. SECTION 18. MISCELLANEOUS 18.1 ENTIRE AGREEMENT This Agreement (including exhibits and attachments referenced herein) sets forth the entire understanding of the parties relating to the transactions it contemplates, and supersedes all prior understandings relating to them, whether written or oral. There are no obligations, commitments, representations or warranties relating to them except those expressly set forth in this Agreement. In the event of any conflict between the terms of this Agreement and any subsequent document signed by the parties, the parties intend for the terms of this Agreement to control unless such subsequent document specifically makes reference to amending the terms of this Agreement. 18.2 AMENDMENT; WAIVER No amendment of, supplement to or waiver of any obligations under this Agreement will be enforceable or admissible unless set forth in a writing signed by both parties. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. 18.3 ASSIGNMENT No rights or obligations of Client under this Agreement are assignable without the written consent of DataSafe, which DataSafe may withhold in its absolute discretion. 18.4 RELATIONSHIP OF THE PARTIES DataSafe is an independent contractor and is not an agent or employee of, and has no authority to bind, Client by contract or otherwise. DataSafe will perforin the services under the general direction of Client, but DataSafe will determine, in DataSafe's sole discretion, the manner and means by which the services are accomplished, subject to the requirement that DataSafe will at all times comply with applicable law and with Client's reasonable instructions. Nothing in this Agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, agency or fiduciary relationship between the parties hereto. 18.5 GOVERNING LAW This Agreement shall be construed in accordance with, and governed by, the laws ofthe State of Califomia applicable to contracts between California residents made and to be performed in California. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty, this Agreement shall be construed without regard to which ofthe parties caused the uncertainty to exist. 18.6 FORCE MAIEURE DataSafe shall be excused from any inability to meet its obligations under this Agreement due to extraordinary circumstances beyond its reasonable control occasioned by war, riot, insurrection, civil commotion, labor strikes, lockouts or by fire, Flood, earthquake, extreme weather or other act of God. 18.7 CUSTOMER LISTS Client agrees that DataSafe may use Client's name for marketing purposes in a printed list of current clients of DataSafe (a "Customer List") In the event that this Agreement is terminated and Client no longer retains a business relationship with DataSafe, DataSafe shall remove Client's name from the Customer List at DataSafe's next printing of the Customer List. 18.8 RETENTION OF DATASAFE FILES Client agrees that DataSafe may destroy DataSafe's records concerning this Agreement and the transactions thereunder (including without limitation indices, access, transportation and delivery records, and billing records) if such records are more than 10 years old, whether or not Client is still storing records with DataSafe. 18.9 USE OF BOX.COM Intentionally Deleted Client agrees to be bound by the terns and conditions of this Agreement, including all of the provisions appearing on any page of this Agreement and the Rate Schedule. Client acknowledges receipt ofthe Rate Schedule attached. This Agreement may be executed via electronic signature or in counterparts and the exchange of signature pages to this Agreement (iii counterparts or otherwise) by facsimile transmission or other electronic transmission (including in the form ofa PDF file) shall be sufficient to bind the parties to the terms and conditions ofthis Agreement 0 DataSafe, Jan 2018 FORNI DS 1641' This addendum establishes Account Number 82947 (the "Account") under the Records Management Service Agreement between DATASAFE, INC., a California corporation, ("DataSafe") and City of San Rafael ("Client") dated May 1, 2019 ("Agreement'). Description of Records and/or Service Storat=e of hard copy records. Minimum Monthly Charge $ 65.00 Pick-up/Delivery Address and Instructions: 1400 Fifth Avenue Street Address San Rafael City Lindsav Lara Attention Room 209 Floor/Suite CA 94901 State/Zip Code 415.485.3065 Phone DataSafe shall accept requests for service from this Account only from persons whom Client has identified on the attached Authorized Subscribers list and who identify themselves with a numeric code supplied by DataSafe. The term of this Account shall run from the Service Commencement Date until the expiration of the Agreement. This Account is subject in all respects to the terms and conditions of the Agreement. CLIENT City of San Rafael Company 1400 Fifth Avenue. Room 209 Mailing Address San Rafael. CA 94901 City, State_ Zip Code MMMT, Signature Date Li V\ 0 5 O UTOL Print Name Cid uevK Title DATASAFE. INC. By Signature Date -sC�"C� "T 12�tS Print Name fl i 0-6;fi1i6i2 GFS Title May 1. 2019 Service Commencement Date 2. CITY OF SAN RAFAEL ACCOUNT 82947 COMMENCING: MAY 1, 2019 Monthly Storage Rate Alininunn: $65.00 Up to 277 Standard bores - Data Breach ReDor•tine Standard Boxes Records Storage Boxes (10" x 12" x 15") $ Ledger Box (20" x 6" x 15") $ 6" Large Blueprint Tube Box (6" x 6" x 42") $ 3" Small Blueprint Tube Box (3" x 3" x 42") $ Check Box (6" x 12" x 24") $ Non -Standard Boxes Odd Sized Boxes (Up to three cubic feet) $ Legal Transfer Box (10" x 15" x 24") $ Letter Transfer Box (10" x 12" x 24") $ Records Center Activity Schedule (Note: All of the following services exclude transportation services) .18 per Box .18 per Box .18 per Box .18 per Box .18 per Box 1.50 per Box 1.05 per Box .75 per Box Adding Boxes: $ 1.00 per Box Applicable when new containers are initiallN and subsequently added to DataSafe's inventory. DataSafe will provide custom barcode labels at no charge. Minimum charge: $15.00. Accessing Records: $ 1.50 per Box Applicable %Nhen accessing records from our Records Center. $ 2.50 per File Hourl} rates in quarter hour increments may apply to file accesses. No more than fifty (50) boxes or files guaranteed per delivery window. Restoring Records: $ 1.50 per Box Applicable when accessed records are to be restored. Hourly $ 2.50 per File rates in quarter hour increments may apply to file restores. Rush Accessing: $ 5.00 per Box Applicable when records must be accessed immediately and sent $ 6.50 per File via same day service, or when requests are made at a specified time priorit) basis. The charge is increased to $15.00 if access is required in less than 360 minutes or if access is required between 2:30 p.m. and 7:30 a.m. No more than ten (10) boxes or files guaranteed per delivery window. Accessing Documents: $ 5.00 per Document Applicable when documents are accessed from within a specified tile. Restoring Documents: $ 5.00 per Document Applicable when documents are added or restored within a specified file. Permanently Removing Boxes: $ 0.00 per Box Applicable N%hen boxes are permanently deleted from DataSafe inventory. This is in addition to the box access. Destroying Boxes: $ 3.50 per Box Applicable when boxes are permanently deleted from DataSafe inventor, and destroyed. This is in addition to the box access. Minimum charge: $50.00. Records Center Hourly Services: $ 35.00 per Hour Applicable when no specific unit rate indicated above applies or additional services are required to complete an order. Schedule BAO-A Confidential Page I 3. Transportation Rates Servicine Your Offices Standard Next Day Service Requests received by 4:30p.m. will be delivered by 5p.m. the next business day. *Base Zone applies to first stop, additional stops within a building or to different buildings will result in a $5.00 per stop charge. The Base Zone may also be adjusted if more than 100 boxes are being delivered or ifpick- up/delivery address differs from the main address. **For more than two tiles, handling will be at standard box rate. Same Day Service Orders placed between 7:30 a.m. and 11:00 a.m. will be delivered before 5:30 p.m. the same day. Orders placed atter 11:00 a.m. will be delivered before noon on the next business day. Rush Service / 240 Minutes Guaranteed Service On requests received between 7:30 a.m. and 2:30 p.m. on business days. After Hours Emergency Service 16 Hour Service Response to requests received between 2:30 p.m. and 7:30 a.m. on business days and during non -business hours. Please note that this charge is applicable to items delivered by DataSafe or picked up by Client. United Parcel Service (UPS) United States Postal Service (First Class) Requests for items to be mailed are charged a handling fee plus postage. $ 10.00 Base Zone Rate* +$ 0.75 per File** +$ 1.75 per Standard Box +$ 2.25 per Non -Standard Box $ 45.00 Base Zone Rate* +$ 0.75 per File** +$ 1.75 per Standard Box +$ 2.25 per Non -Standard Box $ 90.00 Base Zone Rate* +$ 0.75 per File** +$ 1.75 per Standard Box +$ 2.25 per Non -Standard Box $ 225.00 Base Zone Rate* +$ 0.75 per File** +$ 1.75 per Standard Box +$ 2.25 per Non -Standard Box $ 10.00 Setup +$ 1.50 Per File or Box +$ UPS Actual Cost $ 1.50 Handling + Postage 4. DataSafe Bores Minimum: 25 boxes (Excludes Sales Tax, Base Zone Rate and $0.30 Per Unit Delivery Charge) DataSafe Box (10" x 12" x 15") $ 3.00 per box 3" Blueprint Tube Box (3" x 3" x 42") $ 3.00 per box 6" Blueprint Tube Box (6" x 6" x 42") $ 3.50 per box Ledger Box (20" x 6" x 15") $ 5.50 per box 5. Secure Destruction Services (Alininnan Charge $25.00) Destruction Bins & Consoles (Scheduled or On -Demand service) $ Ask for Quote Standard Size Boxes (10" x 12" x 15") Up to 20 Boxes $ 5.00 per box + Base Zone Rate 21 or more $ Ask for Quote 6. Indexing and Dieital hnagirre $ Ask for Quote 7. Other Services Scan on Demand: rIlininnan Charge $17.00 $ .10 per Page (d/inin:um includes the first 10 pages, Access and Restore Activity) Cost Allocation: $ .25 per new box 8. Excess Declared I clue -- OPTIONAL $ (none. if left blank) Business Hours: DataSafe business hours are 7:30 a.m. to 5:30 p.m.. Monday through Friday. excluding holidays. Schedule BAO-A Confidential Page 2 * RAFq�! y z yo iTYwITH Ply CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Clerk Project Manager: Lindsay Lara Extension: 3065 Contractor Name: DataSafe Contractor's Contact: Scott Reis Contact's Email: sreis@datasafe.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ cuter a Clatc. b. Email contract (in Word) & attachments to City 4/11/2019 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 4/25/2019 ® LG and return to Project Manager 4/25/2019 ® LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 4/25/2019 ® LL contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $75,000; or Purchase > $75,000; or Or Public Works Contract > $175,000 Date of Council approval Click here toenter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 05/10/2019 LL Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official NA NA < $10,000 < $10,000 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager