HomeMy WebLinkAboutC-5190 - Agreement for Services, Records StorageCorodata Records Management, Inc. Agreement for Services
Client Acct Name:
City of Newport Beach
Acct No.(tbd): 0 63
Full Mailing Address: 3300 Newport Blvd., P.O. Box 1768, Newport Beach, CA 92658
Contact Name:
Leilani I. Brown
Phone: (949) 644-3005 Email:lbrown@newportbeachca.gov
THIS AGREEMENT, made ne 12. 2012. _ is by and between Corodata Records Management, Inc. (hereafter
"Corodata") and 1,ALY ach (hereafter, "CLIENT"). The storage location(s)
is: C' RLW4,r 6E6
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 or she has the authority to sign the
agreement on CLIENT's behalf and that he or she has read, understands, and agrees to the provisions set forth in this
Agreeme t, includin the reverse side hereof, and any duly executed ad da.
AIVIA
CLIENT SI NA URE oroda a eco dMan dement, In .
Leilani I. Brown, City Clerk C �� �Z
CLIENT NAME / TITLE (Please Print) Date
�12"Iv
DATE
TERMS AND CONDITIONS
Unless expressly modified by specific provisions set forth in Schedule A, if any, the following terms 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. Corodata may amend the
provisions of the Agreement by providing written 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 Corodata's notice. CLIENT's payment
of the invoice evidences its assent to any amended provisions in this Agreement.
3. RATES- CLIENT agrees to pay Corodata for its storage and services according to Corodata's then current Schedule of Rales 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. Additional 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 (15) days after the date of the invoice. An interest charge at the legal 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 carryout said Instructions, and if it is unable to do so (or to provide any other service herein 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 Corodata'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 tarty 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
Section 6, below.
b. Corodata may charge a permanent removal fee in addition to any other accrued charges when Stored Material is withdrawn 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 tike circumstances. In any event, CORODATA is not responsible for the repair,
replacement or restoration of lost, damaged or destroyed property.
6.2 Corodata'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, CLIENT's 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 insured by Corodata against 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. CLIENT should also evaluate its various liability policies for defense against loss of or unauthorized access to third -party data and/or materials. CLIENT shall cause its insurers to waive any right of
subrogation against Comdata.
6.5 CLIENT understands and acknowledges that normal deterioration and aging of all record media occurs with time.
6.6 Claims 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, destruction 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 third 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 Sectlon 6.6 of this Agreement, and unless legal proceedings are commenced for the claim either within nine (9) months after date 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 limitations of liability in Section 6 apply to the entire Agreement and relationship between Corodata and CLIENT, 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 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 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 termination. CLIENT's early termination fees shall be equal to: (1) all unpaid and waived non -retuning charges reasonably
expended by Corodata as well as costs incurred by Corodata to establish service to CLIENT; and (2) all retuning charges for the balance of the then current tens. 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 all property has been removed from Corodata's facilities. Corodata may adjust rates upon thirty (30) days' written notice.
& DEFAULT
8.1 The occurrence of any one or more of the following events shall constitute default ("Events of Default'):
a. Failure to pay any sum due hereunder within fifteen (15) days of when due; or -
b. Breach of any other provision of this Agreement.
6.2 Upon the occurrence of any of the Events of Default, Corodata, at Its sole option, may exercise any or all of the following remedies without terminating this Agreement. CLIENT's failure to comply with any of the following
demands/deliveries shall constitute an additional default and failure to mitigate 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.
to. Demand In writing that CLIENT pick up the Stored Material.
C. Deliver the Stored Material to the Delivery Address, if specified, and if 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,
handling and delivery charges must be prepaid to Corodata.
d. Destroy the Stored Material, unless prohibited by state or federal statute, upon thirty (30) days advance written notice to CLIENT. CLIENT recognizes that since the Stored Material has little or no market value, the sale of
the material would be impossible, and destruction is the only way for Corodata to mitigate 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 terminate this Agreement, whereupon CLIENT shall pay all damages suffered by Corodata. 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 or in any other manner and are in addition to any of the rights
provided by law. Corodata shall be entitled 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 instruction 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 destruction 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 legal custodian of the Stored Material and has lawful possession of and legal authority to store its materials in accordance with the
terns and conditions set forth herein; and if there be any litigation concerning the Stored Material, CLIENT agrees to pay all attorney's fees, which Comdata 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 relocation shall not interfere with Corodata's enforcement of its rights under the California Commercial Code.
12. INDEMNIFICATION - Unless caused by the negligence of Corodata, CLIENT agrees to fully indemnify and hold harmless Corodata, its officers, employees and agents for any liability, cost or expense, including reasonable attorneys
fees and costs, that Corodata may incur as a result of any claims, demands, costs orjudgments against it arising out of its relations with CLIENT or third parties pursuant to this Agreement.
13. ASSIGNMENT - No rights, liabilities 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 media stored with Corodata must be encrypted.
c. CLIENT shall not, at any time, 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 illegal, dangerous or unsafe to store or handle in an enclosed area, or that is regulated under state 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
shall not store negotiable instruments, jewelry, check stock, ticket stock or other items that have intrinsic market value.
d. Corodata shall 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, Corodata shall not be liable for loss of any
missing material unless (t) an Addendum is added as part of this Agreement, which expressly includes the obligation for Corodata to inventory the page -level contents of the Stored Material, and (ii) CLIENT establishes
such loss occurred because of Comdata'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 (unless such notice is prohibited bylaw),
16. IMAGING - If Corodata is performing Imaging services for CLIENT, a separate Imaging proposal shall be signed by Corodata and CLIENT and incorporated herein by reference. Corodata is not responsible for any errors 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. Corodata 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 signed by CLIENT and Corodata and attached and incorporated herein as part of
this Agreement. This Agreement, the terns and conditions stated 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, including CLIENT's Purchase Orders, whether oral or written, between the parties. Without limiting 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 enforceable 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 tern or provision is illegal, invalid or unenforceable, there shall be added automatically as part of this Agreement, a provision as
similar in terns 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 rights granted to warehousemen by California's Commercial Code. All notices under this Agreement shall be in writing. Unless delivered personally, all notices shall be addressed to the appropriate
addresses noted herein, or as otherwise noted in writing in accordance with this provision. Notices shall be deemed to have been given on the second day after mailing if mailed by U.S. First Class Mail. Notice of any change of address
must be given by CLIENT to Corodata, in writing and acknowledged in writing by Corodata on the following monthly statement. Nothing 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 liable for delay nor inability 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 arbitration under the Commercial Arbitration Rules
of the American Arbitration Association (AAA) and heard by the AAA office in San Diego, California. The award may be entered as a judgment of a court of record in the County of San Diego. Corodata and CLIENT shall share equally
the cost of arbitration. The arbitrator may not vary, modify or disregard the provisions contained herein, including those respecting the declared valuation of the Stored Material and the limitation of liabilityof Corodata.
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SCHEDULE A
Storage Rates (Cartons Rate/30 Days)
Minimum Monthly Storage Charge
$40.00
Standard Record Storage Carton
0.20
Check Carton
0.20
X -Ray Carton
0.20
Transfercase (legal or letter)
0.55
Plan Carton
0.35
Odd Size Cartons (rounded up to nearest cube 1,3,5, etc.)
0.50
Services
Retrieve/Refile Container (per container)
1.60
Retrieve/Refile Filefolder (per filefolder)
1.80
Search for File (per filefolder)
1.80
Container Added
1.10
Filefolder Added (charged when retrieving filefolder for first time)
0.50
Container Level Data Entry Per Line -Description Field -Second Line & Over
0.30
Special Reports - Beyond Complimentary 2 Full per Year & Monthly Added
15.00
Online Access to Information and Reports
No Charge
Repack Carton ( materials additional)
1.25
Permanent Removal (retrieval not included)
1.95
Faxing (per page)
1.00
Copying (per page)
0.50
Scan on Demand (per image)
0.50
Imaging Project
per Qoute
Standard Carton Destruction (retrieval included)
6.25
Special Projects Labor - per Hour
35.00
Materials
Standard Record Storage Carton 2.50
Plan Carton 6.00
Cor -O -Seals (20 per pack) 19.99
Transportation
Record Storage Carton 2.00
Non -Standard Carton (transfer, odd size cartons) 2.50
Filefolders 0.80
Trip Charge - Next Day (call by 4:00 pm, delivered by 5:00 pm next day) 6.40
Trip Charge - 4 Hour Rush 16.00
Trip Charge - 2 Hour Rush 32.00
Trip Charge - Emergency Service 200.00
Rush Retrieval (per container or filefolder - added to rush trip charge) 3.45
Note: Additional services for which a specific rate is not listed will be offered at negotiated rate.
Your basic rates will be frozen for a specified period of time, however, Corodata reserves the right to
apply an energy charge to each invoice. The above rates are valid for 90 days from date of the quote.
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Free Service
Corodata understands the value of your company's continued
business. We look forward to the opportunity to protect your
company's vital documents and to providing you with the finest
service the industry offers.
For these reasons, we wish to emphasize our commitment to setting
up your account at no charge. We will offer the following services for
the first 3 months at no charge:
Pickup $... No charge
Bar-coding $... No charge
Shelving $... No charge
+ 12 Months Storage $... No charge
We look forward to earning your continued business. Thank you.
Marshall Commons,
Sales Executive