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HomeMy WebLinkAbout2021 CON Corodata - Records StorageCorodata Agreement for Services Client Acct Name: City of National City �ull Mailing Address: 1243 National City Blvd, National City CA 91502 ontact Name: Shelley Chapel Phone: 619-336-4225 Email: clerk@nationalcityca.gov Acct No (TBD):'OL/ gq ''FHIS CORODATA AGREEMENT FOR SERVICES ("Agreement"), made 2- r22--1 1 is by and between Corodata 'ecords Management, Inc. (hereafter "Corodata") and City'of National City (hereafter, CLIENT"). The storage location(s) is: Poway, CA hank you for choosing Corodatal We look forward to serving you. Please refer to the complete terms and conditions as set orth on the attachment or reverse side, as well as any written and mutually signed addenda, and incorporated as part of this greement. On this page, we are explaining and highlighting some of the key terms. • The initial term of this Agreement is thirty (30) days after it has been signed by both parties. • • The fees for services to be provided by us are listed onSchedule A. Billing will be on a monthly basis. Payment is due and payable no later than fifteen (15) days from receipt of the invoice. • We shall not be liable for granting access to your records to any persons representing themselves as your authorized representatives. We can maintain a list of such persons, which you can update as needed. We take our responsibility for the economical safekeeping of your records very seriously. 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, you agree to reimburse us for matters arising specifically due to our relationship with you, including collection, legal, and compliance matters as they may occur from time to time. • RATES — CLIENT agrees to pay Corodata for its storage and servicesaccording to Corodata's then -current Schedule of Rates and any revisions thereto. Corodata shall issue invoices on a monthly basis. Rates and services may be changed or added upon thirty (30) days notice to the CLIENT. For Material received during a month or.stored for a portion of a month, charges will be assessed according to the applicable fee in the Schedule of Rates. Additional charges, if any, shall be paid simultaneously with the monthly rates. Payment is due and payable no later than fifteen (15) clays after the date of the invoice. Corodata shall be entitled to assess an interest charge at the maximum legal rate of Interest on any unpaid and past due balances. Corodata may impose a Supplemental Energy Charge. CLIENT agrees that, upon any termination of or Event of Default under this Agreement, it shall be required to make all payments to Corodata required hereunder prior to Corodata retuming CLIENTs Material. • Since only you know what is truly in your material and what the insurable value is for that material, we advise you to schedule this property at its value, and our location(s), on your insurance policies. If your material contains confidential information or is proprietary in nature, you may also want to update any policies. Our liability, if any, for any claims under this agreement is described on the reverse side, and any written and mutually signed addenda is limited to $2.00 per unit of storage, unless excess valuation has been included by amendment to this Agreement and paid for by you. The prices Corodata charges to you do not enable us to assume any additional liability. You acknowledge that your total loss and damages for a claim hereunder, including, without limitation, the cost to replicate your records and any costs to youassociated with being unable to replicate your records, may not be fully compensated in the $2.00 amount, and you further acknowledge that the limitations on Corodata's liability in this Agreement are material provisions hereunder. • 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 this database is definitive as to the materials in -any particular unit of storage. By executing this Agreement, the undersigned acknowledges and agrees that he on CLIENT's behalf and that he,or she has read, understands, and agrees to the p the revue si hereof, and any written ancf mutually signed addenda. CLIENT SIGNATURE Tony Winney/Assistant City Manager CLIENT NAME /TIT E (Please Print) DATE e ha the au • ign the agreement ons t r in this A%reement, including nagement, Inc. 1 Date Ver RSA 042018- 1. SERVICES Comdata Mall aqm a-oyr TERMS AND CONDITIONS senora CI. fEN1 a molthat Ixo,ped bs Cl CIO cal a;ntoi-d hr Ger-weal Taamrr..r rLIE NT m windmei ns the Materiel are we tam the fain 01 tenJenrg for Wage andYr seamy b Cor.hla by i mo.1r' ter i^rI a; is Aat +is witch alum Ce hc4! ado arvrarf aloe.. Ina *aria cam' o.l be enticed 10 layer mqa ❑ he mrklap Akdona' rot pa. 5 fled n ap vn red i.mM AlarHnal ea•uarde peed te[*en CLEKT s re'DawhMe er w1e',g ores aOD•are0 pd�•00g r ac t li. S Candao snail CLIENT act noyiodaea end ah •.tat t rers t g.ry a h tea. pent earl Aratanal i.,, „ kva .tees Me snail be aided b R 7 Mal Gwadar, may (Mire tua.mntralmrs same .led and aTyrmved by formdsq b err-rA,s boaaons ouesb d CatmdaaY sfrnad t>tivc � ~,saNrW al ati ob set IaM n M So+aduk d Rans wbscngore of oeu:lrnb o,Malorl;V s,Maaed by CLIENT afnd fur./, is15 0r detotptaun slap Iibl 110 mnstd.. .t prgr/l yel my w.1np w Mall rat Odeo Wan,aufldyti b rseawitelllbhl61ae O• Vi avlde henhap win a.wty (60) deals pda wnnen roux: 01 .o t erwisn) .urge n CLIENT s sMvre re•samm.,nN uvslat 1E .y04t. hepflon Maul* OwyUM1�N a• r trine n 4Q Alf c Me ee Added l CLENT sh r 1ncAla)CE PhTANCE s shall the 11 bpcl n this Agreement 1s1e, s Meerut for ndireg .eon n teeing br Lee msrset Iso,o�l E*l y for alm,ft, w/..root M Er I10* nrnl a. ' edya2t Wadded b miser CLEN 2 ACCEPTANCE By 19l* psi Agreement or tendtrr A43tena1 lmr wnrs3a esyer after snrvaaes ty Goin la CLIENT womb Ile brew ro. yA arse rem a mvxall' and la."' em Agra Corneae As emend nee Oil Ole ni m Re Agreemene b1 le•o rrday Arne re rb kc5 d Airh r s Agree IJT CLIENT may Mt" ti'F anamde l pea Marrb but they du ao ki edam mew Ie'ty f171 days alter eel Owe d C6mdl emir se 11L11�s Penwah d Iha onm01 evltlen�a Ile assent (o sny amendr`o s o 01ons n Ind Agreement 1 ACCESS TO MATERIAL - Material Moll be deMTed L CLIENT s alnnn. ed rep tser.tabves CLIENT aperients eiy its rihatted tepttiarlYY.es twee b order and recan,e wUh Alabnats soa, own, may L. g.ven 33.3 5 l363p) fir. ak.AnnrN1y lam ,n'+itl'g mr n perwn Caodrte 10 Sept lea 40* a bikNT tr ^Monty � service for a rerpval of be Mabee Indio career r'IP•amnlehva Wlwh sense O'"uenetf. COloam re'e air goon a mAsbontyte tame b �oop rid seal esu,<bnb In flee E..o d ■ Defaul Carorl.q r d"fralsam nP�w+M0 trot 1 MrsM n n rrrnnmf CLIENT Slat [vied such E writ d Dekrlo ender fin t Oti IOenl CLIE N T s den Ide-W bon or shay ha,e de right a n'as"4 le «eye and �7 aleea. q e daswy d ey aaarnd veR nr0r aerie A DELIVERY AND REMOVAL- Crnodela spas not bu IOW tar any loss .Irsmnga de -Wm -bon or to53 1'*eref �°1 .e 081 01.a rnohw b netere Sul illYetat parmeeen.l ryrr,aval teen Wvlcm b ant n1sl, OIIniad rtlawtes wh[ 1.Iata3l .3 mlhdmvm from storage a *inn femn�y,tlnre d n Paned a b kbNNf Mach may Wne Yed�a ed ag.drN( OAmage CoOdele rise} Glace 3 CLIENT al CLIENTS men.. Agnyamen1 Comdata Ora darnel as Melina' hserrleanahfy rlen0,00 tAt not datepyed w .eatnrtd h 5. DEFINITION Of LIABILITY 51 Corodata shad not to liable 10 CLENT or any other third parry for any loss damage or destruction to Materiel or unautherked accaes atgrbh0ae us.•r dscgye, tre30 arty Dye pbcbss. b+cidv11 (w dented below), however caused, unless such loss, damage. destructbn or unauthatnd sores resulted ion the failure by Comdata to exercise such care N regard Mende as a n caveat In fee elrcumsanees CorodaU I not an escrow or fiduciary of the MAalet5ll r to the CLIENT o any third party, ..prey paean wary *wets. 5 2 Corodau's aggregate liability, If any, (a) for any end all claims related to Materiel shall not exceed fL00 Orr u.lt d by(sd earapa n eel loan n Ile 1lchedub d Rana Tvrtc of Stul.ag.'f. tryst alwese CUEesT dan eclares to be the vsltw d the total lose to CLIENT in the morn of any such loss. damage. unauthorized recceCaradate lot said laCia6 valuellon. In which teat. s aoqubclrs. use.. Asclosun a daeenxdon al Magnet e.elasot CLENT Leyte., ter uwas svbeou at/ pays claims shalt not exceed Fees at an amount paid by CLIENT related byrovided to the services that are the su6)ect oI 16e tlelm during Use ell (H months prior I cj Suck sndtallots d "bi's flabitity shad be limited to CM &maw( albs access ll" per Mei a SeN191: I'M PM kw e r claw Comdata ahem not lea charged With any knowledge d Use content d the Nalertal even if Corodata learned a obtained k0o.Wsdge d the conenK a� �„ the narLn5 3 d the mate a Comdata ashalt not lea liable for any spacial Indirect In7IMnl,L punitive, conlequenllel or 'Smiler typos of damps* MOW' g, Mhoul 1116"ti rn, bsf po11fA lose d r.se. noplltallprr to Flant Woes rehedar ydaral lest taw. reguted , or ordinance, endlor nconstructon, repair. ndacarma or restoration. filmed**, of the form aI the cake and rapasdiesei d.eee4Mr a.y .ark da.Npaa tare dbcleMO Fl .dram a foreseeable. 5.1 *hienai ,s not moved by Comdata against 4as or stun), hooe er mused CLIENT is advised o moire the MalerW .leer re owe nararx rime b evekae tune yelhoes and :,.nfirh they Murton terms sattslaclory b CLIENT la cave the inks associated mil this Agree monI andel:, POkael sectary ailed tartawn ma ENT 55 aq sale. insures to wave any riga d subrogation against Comdata edledeae ►t.*nN w Corodeu bua..es) n its awmn esuranos lbtbea adttctaad vakas 2+E+n yet ripe a 5 5 CLIENT understands and acknowledge. 11M1 normal deterioration and aging of ell Malarial occurs win time 5 6 Al dams br loss. damage or Whitby by CLIENT aganst Comdata. as ofhccre employees submnerecton. 0genb and assigns mint be preSelde0 Treillage, Corneae wen. reaaoeeetle hey and In ro adal7le91, Flan 1e11. (60) mays After CLIENT has knowledge of the circumstances giv g nee b nose clams 5 7 Comdata shall not be Sable 10 CLIENT pursuant to this Agreement antes! (a) bmdy y ntbxh notice Of the dam has been given es mended et Salve 5 6 of bend Agreement end (0)wiles kegs} perxeelinp are ..ommrenrea h,r awe claim meter men tie Winer of Plane months after dale of Winery or return Ms Camoole of the Molenal Dr Cxrodae b CLENT, r (e) rune (9) ....Ides Neer CLIENT I. bes..etsge d the recommences 9weg Ire b 1e darn 5 9 Al hm1ia one nl IkatiAty in Section 5 apply to fey entire Agreement and renbonshp between Comdata and Comdata Athletes and CLIENT regarre.se of whether any Erton is eaear)nl in tort coated a o6en.ae 511 Unless caused wily by ale nleeo.t0 misconduct 0f COIdela. CLIENT agrees bsurf ndemnily- defend and hold hrmkss Cotod*a u Wears. rrlpbye d stbcmntrarada agents and mops be any eab•12Y. Costa expense encloang .eecor ante attorneys less and costs them Comdata ems &Titers employeessubcontractors agent' and assigns may incur as a smut of airy charm d.reeehds sum. marl ter plear ef,ti agave/ t wary caeca Como:v's serraces o is reaaors with CLIENT or tad panes pursuant b 111s Agreement 5 10 CLIENT shall hear all costs assocaIrd ,win the 1rwKlgaton and .espmnse b a Data D,sdowre Incdont hieing to II448 me Data D4dtsva Model is derides be opal or aren(Nd, to 14ID10ed maim b Rue ptcbaoe er:90Whmn. rrbdhcal,on editrAmn. IhNL kiss. Or des/rockery at Aalenal 6. TERM AND TERMINATION -Tin erne oI fie Agreement shall commence when signed by both patois and seat contr./re tine a mar party goes fie oar peat Orb (30) days adverbs mew mom d a terwwyaon Mee adin he case d a CLIENT lemnnalun an address to dekrery of tie Maeda) CLIENT advlowledges That Corodala must reserve space for storage d ,b dapow*. its balsams a CLIENT lenwyler /w Agreement 5dpl Vey mepklbm of Me lean for any reason. CLIENT agrees to pay Comdata early to rnnaten fees Them lees shay become due es of pal eRecFx dab of the team neat CLENT 3 sans b+mseam fees she* be equal b (1) M wood and warred roe.• rear1g ata.ges reasar0l:y e•II,Med by Comdata as well as oasts Ingmed by Comdata to establish serve it CLIENT. and (2) ad regarrhe charges for to 6lelence d se ten aaa.ers tine 1 Comdata mnl.nes b rod CLIENTS property after any umeral1vn or ten iruton of this Agreement the terms of its Agreement shad continue to apply arts a1 popery has been remind tom C.oN0alas faosleaa CLIENT adan.bdges auk btewq ary srwtaiabon eyp,relnn of all, Agreemem Comdata we rot be obligated b deliver moo than Lwo Mvmdred I61y Ures of Storage per week unless the parties agree o henwe n warm CLIENT .Owowk3ges gee fie only May 10 recow its tea wet 1.1lnvng a Templeton a Dy havng Comdata delver sue n M.rlenaL di the fees set lathy -rah Men-c,,oent fee schedule. 10 the bull address specified by CLIENT Tie lows of 5ecrons 5 7 and 6 shag funrve ear semenae'n a oaprab.a, nl this Agreement 7 DEFAULT 7 1 The occurrence of any are or more of the blown' events by CLIENT snarl cvnsbtule default ("Events of Default) (a) Failure to pay any sun due hereunder der within Orris (30) diva d Won do or (b) Oaeadv d e••l otter p.mesm o) tire. Agreement 7 2 Upon the occurrenoe of any of the Events of Default Comdata. et its sole option may e.erase any o al of the Wowing remedies sellout portending Pie Agreement CLENT' Wore b ro8h, moth ary of the 'Mowry denarW1 iolmines shall consInde an actdili'nal 001au11 wed !adore to mngaie damages {a) Demand payment In advance by teethed check cashiers &a s stoney a m or was Narrater phi se me p.rloresa,a d ary sensors on babes of CLIENT (h5 Demand in rating that CLIENT pck up the Maternal (c) Darner dye Material to fie CLIENT s bsl-ilbwn delivery address Diesery of Marnal b CLIENT shuts be r CLENTs sole cost and npenae and payment of outstanding storage. handing and delivery charge, must be prepaid b Comdata, (d) Shred the Atetenal, unites pmotet:WM by stale or federal stable. taco May (301 days whence warn robot le CLIENT a Man case CLIENT acknowledges Mel sera.' fit Natenal has Met r sr market vahe and that fie sale oI the maternal imaold be mpoa7Wle. the shredding of the Malaria es 5* only way br Comdata to mega* Ile demaYs 7 3 If this Agreement is net [emulated CLIENT *h al continue to pay al ewers rice under this Agreement up to and nri✓drg be dale d detroay d Me lAetanal Aaemyndy. n d+ aver M Agleerna. a Iemermed and Comdata commies b prow0e services to CLIENT. CLIENT yeas contra* to pay sons due under pox Agreement end Comdata may. at 53 sale discretion race re CLIENT b pry an advance de5oeF n s armours comment of ip le an (6) rotate storage tees and nests 7 a Corodata also has the option b Geminate ten Agreement. whereupon CLIENT shalt pay al damages suffered by Comdata 1n the even) Corodaa betas am awn larsua•11 b Section T dshd yaws rib Sibley to CLIENT or anyone pamng through CLIENT The exercise by Co.odala d any one or more O1 fie mmed.es provided in this Agreement seta .hot prevent the subsequent exerose by COrodaa day one or pored the other neneedes heron posited AI remedies provided for in Ind Agreement are cumulative and may, al the Motion of Corodaa, be eoertised allemabvey su3wsSlvey or in any other mariner emit are in Meson to ay d a* agile prowled by nor In Ire new any amen is brought b enforce or establish lee amount of parterres raced Comdata Mien CLIENT 10 n defedt the era reeng pans shwa be awarded amney is lees and ants I. DESTRUCTION OF MATERIAL Cceodafa may sewed Maternal upon mitten nsm,cton horn CLIENT which may be ee,omed as permitted hereunder. es Panda regular schemes or as agreed upon by Eve prep CLIENT abet woes Mat ,J bens consoles and other items suppbed by COmdea for use by CLIENT in mnnecton vary pee shred *ewes are the MOWS of Corodela 11 CLIENT tact 10 retro a1 bath rants n had a0g aeMson alias neatenw mi fa senates CLIENT A3.bes to rrymburek Corodela Ior then replascement cost 5hreddry 01 ma M.10sat shaft be al CLIENT s ruse end @melee CLIENT reheats* Comdata teem any teed at Meaty by region el fie Weald rich MawW pursuant to the paragraph and Sector 7 2 d above CLIENT acknowledges note Coroaate may dispose of It1e Maaenals by shredding. p.nc6nng. uhcreraa1 or any other mere rye a genraey accepted in the Y1dWaly lea duooarq d Iona Imam at this Alalenel Relere cos herein le 'shredding' Shot he understood In indise rdi WUldi methods of disposal fin accordance vain generay accepted n0uslry Standr% teed prscsces CUEMT acknewkOpes Met CLIENT' Metemeh pmvidoJ for mem:beg may be mmmryled wrath shred mauMll of others prior b shredding and that suds materials may lea recycled alter Ploy M saaddad CorceieLe r Mooch sr.cas br die moue s<h.asing dent ra,on of the Materials n a prefeaStenal manner un0 ere furnish a Cenifcate of Destruction heron CLIENT's requestTlie'enlmss fray at CUENT's option and se may be tweet daicteed on an a46rdum or • sesame agreement vale C00080 a s ,7lfarele, lac pcdormed as part of a require sd.e uie or pursuant to soo.Joc directions 'nun CLIENT 9 OWNERSHIP OF MAT ERIAL - CLIENT wands and represe' 41 that d 11 the owns a legal asmden d the Material and has lawful possesson d sal legal mutant), to stare nerd mamas serve:mg of ea meonab in acinamhw wits the terms and comber& son forth herein CLIENT agrees n.al in event of any kimmon or dews msolWlg Pee tdalentiter Comdata s services. CLIENT shall be boss fa ea leeap,ible atb0uya kw. costs rod empane rya Comdata may reasonably boor or balame batty to pay n dpmecbpn Ihereeelh By ornvtdng yentnei b CLIENT Comdata does not own. acmes use or !texas tie ablaea and 1xlrralue no re.r•oaeabiles or Liars 1tet0Peled met ^wy'hahe hc01Lng.:ale or pmr1ssm') of the Mal0Oal under any law Or reguaeon 10, ASSIGNMENT - Neither this Agreement nor any rants. k0bdbes or (Megatons of CLIENT wall am Agreement shall Cm rimmed or rarsvknel by CLIENT e.thaO the memo consent of Cored.ta. wheci Comdata may *mow at its dbcrebon Use such enemas wnlen consort is granted by Comdata CLIENT remeinl fully liable under he Agreement 11, COVENANTS - CLIENT agrees b oonnyy w.th Comdata s C✓slomer Procerium A1aaa1 CLIENT shad en,ly91 ary e46001YM peadea swap! bale Cogdeta rrl. 1 rAid CLENT hha b d0 . CLENT *10o..le0gns fiat Codata etas have rib lability to CLIENT or any wird piles Mrr any darns msle fir e.pev0es Ihal naiad have been avoided or rdsn.rywd hob CLIENT encyped Ise hble.eal untarrn d Fabaty apPry marewa eRYPed CLENT sitar rot mal arty In,e skrTs writ, Comadsla. any naemllA. me6eas waste. ma*rtab wnsderad b De hgisy hamnebie espbsaw_ W.c on mad hive, Eugenie marntd wtsc h may at/a0 terrain r abed': a any o/a r.atrral. when ant dmertrse .eegd dyegemus o Ufllafe. 1.1 lbte r handle In an er1Closed sea, fir Yet ,s reguaied ebdel Stye, ar]rat a run opal taws rib Jr rdnence1 riMarg b to ararrma4 01 natareous naanab. Corndat. rlarves fie .,QJu fay vale rev ham tlne oMgauon. b tNwan ar,d n5pr'er .nY MMenae p.ov�dmd n Comtlea ar+l b reAhx arrapr,ra 'market roam Pal lea b amrpa va l Comdatat with Its rylb�1e endntents f t CLIENT skis rot a sts 1pot weer n r kiss s el msm✓m.csds. prmuvu5 m61ai5 r abr cle 16wory. CIIOCk s&070. bd'e1 sbfk eW ogee hams Ihat bast oampC malAel v3ke Comdaa that mail W chino wah Iiei crol a of the contents d the I CLIENT l3L01IW*0 side. bite ocon04 due to Comdata S ta4We to exeroSe the reasonable Care r0glred under Section 5 above 12. CONFIDENT LALITY - Comdata shall iMPlernenl and mewl an reasonable salag,ads Osagned b proton de mm,den1Nay d CLIENT'S r,I.wo..ocn mniirod n gal kehrrl ah0 stye. Col vnfaao.raer dtsmf»e ,uch .ibre+aon le taw penes y.ltwolat CLIENT s writer( consent NeMas party shah be careen b use the r.ecne or 1ma mambas d eve caw pars.. ,vsho& 1As �tneh potty t Pvx nel{1pn t'Omsr!S Ctr: of.7La a au 110015 b ODrFay n@h al.y su6toere ytran r smear inter proMed tell Comdata shall nobly CLIENT promptly MMere & (.oafs such notice a p,gM01ad by aw) CLIENT agree! to ,oenimme Calodau s for 8 fees roses and senates. ncluelny e*8pol br1l.Ymrc .ararabre atbreyi tees and msb rekved 53 st.0I *mpimncu 13 IMAGING - h1 Comdata peMmhs :.baghr,g 1.:r11a.e. for CLIENT Coouata d r41 respr0de br any errors *sco erad n me srarryd mrrfes ahtec M lwty (30) day CLIENT revue* d 1pmple d whrtrwr re oncene rncemat s returned b CLIENT or sf nmdd<d +a,Qhewer mpnnes first Carodae shot be esede0 b blew Re Iona d any CLENT audmm�ted repetsrASMe ragadng 1te lrarbmesecx, nesrlod Cot terry snmad'X,cti.ha,eL prtw•Ued :la,l Ceyo0.t0 makes no rep•esenlahm oe warranty rogar0rg its security. quake, a0atab)ay or Weakness of any to Cal transmission meted te. MISCELLANEOUS - The tam 'Agreement- es used heron Map be deemed to m0uSe Pas Comdex Sarvmas Agreement these Tcvne and C ndraoe a1y rid l *mien a.o sltnad adlndies and aasdw Cu'0411 vas [11EN T lsgtne Iva! thm Agreecr art n ireerded b govern Mee entre relatonsh b reated n die Osten and bier axt.rbwledga that Use a6Ygatyxs. krvtalAsu and gmlecsmra tee •onh a tho lrgrot.Mny seal etAk notatstaeufr spy p1evbner tX e,atned(anl afire arr6na Oaf rand De 'OVA Dal ale panes tetras such agreement, expressly supesede 1ai Agarynee The lamp ail rip Agrahmenl Note lea b redl9 amp wrbrteabb upon any ataatefaart a assynn d the IhtlOas Teereb „ph.)sGwces Sssppee, rd aquypmenl or sr4i ¢lr n rmsporisdMhl�ms a' CLIENT Horn Comdata mire elan Vasa spao%pov+ matt Ag.eea This Agreement shall contralto a warehouse receipt Them Ore no ma Agreement Or si,Nte1 the entire agreement between the mimes and shotlsedes any and Al 0D1�nena snangemeas and understandings. whinoral a anion o.lww1 rib Pales w1WWM FloCLIENT lowniera orders are for CLIENT a ntemal pwpeSe3 Only. are superseded by Ws Agreement sd shall not be legacy iri,lrg .Dane or enbrteatte ag.n1l Comdata No wafter al any .std oe remedy shoe be Meta..* mien i a ne1aaay weed w nWq aryl nevern15510 vial rot otsarala as a wpr.ar 01 any other non. r remedy on a Nature. or[wsbn Every pmnafe0n of the Agnwre.n e .0 aaat0ed b be sasersbke 9 may Sarin Or provlsm olive meld d vw/gRaalae. Mere liar be a4Wnd aibme1Uli5 es pert d rw Apeernat a mammon es semaar in Writs and &le t s naconsrY m mrdar side peydbre k0e( veld and anbmAabb The Agreeimmnl 17-0 bs--0mcfn. 1 b OCCOOA%a wee shag a e taws d Pal Sate of Comdi I;.asbrnls ..IQ'o1n gl.ret9 ette'1 sea 6 1pra6cl lava g.ssl3p.,y adla lt hive ay exese rd awlvest TOM to wamnouseman by �n11e s Cammert5a Code AA nosear Me A5.rma( siW M n wriq ia'iktl detrp0 ppfbrlay tap rip noel ih01 be a4Lraaaad b Ira ePpropreetd de►Ses noted Amex or as atflwrb 'toed n wing In 107105h% peows Oa *4 rin lbtk'rl chea be. 114160el b hi.' balm 90' on lob wow: 80 ues' miry if weed by e S Font Gates Mari Chace of sal Leanne. 01 • addiun nail be peen by CLIENT in Coiodala n ,.mart➢ ar11 acbo.bdgrQ n rwlr,g by Carod*a on re birnb 9 ebrerr ltaemst htpgeg nea trot Ap.a etr st a tee darned 1 ventrrc. or lyawwn Oas rva heyelo Otw than ...LENT, Ts onygandn b make Paymerie hemsumM Army* piny tea be table kY dewy Mr awa.M7 b pe5om+ or uornlnle.1 ..,J 1501Lla ter 7c ale a barmen/up .SSOcus oe. Pam (Verb la abused 0Y a1 •5 01014 natural disasters governmental 'clone tabor *well salves 6raduo a13 d 3ROri0Ma Ira, r other rare. beyond 45 ra.savabe Fonda Ai 7100.10010 rwsn b "d.y1- mull rak..der dons matte anemm noted that o.n a Uh a ale UAde1 mmlti0rn gsreYpl iota, Cp1y0aW rxaaar9 .aavwt smvlrDn tn01e Intel 15, CORODATA AFFILIATES - Caen! 3dno ed,Tes and agrees filet Corddt a ey a Ckesa be hadt0 rxraos o*0$5 00 �tlaa Y1et a CLrob4 on,*MN ad prpa'cigro set bdh x 1ha Ayeemect rrb]tl+g WII10ut Fshaaban S.b'+on 5 plovlde sh.eddno Modemg. lorteere ars3 media wvdiseg ►enema rCholase ) __ apply to wn Co,udata and Comdata ASOaice y,rpramon A,ew�oar, 16 MDR RATIO N - My drapute controversy or darn Meng Oil df tee Apreante l a n coractm *411 to Mewed_ r Ct.Odaa s mrn.es snap b Suan.ed s 11►r9 . d.o� n a�io Cane its 0 Sam D.tOm CoaruY so tt7ET a7 Arbitration Asiormrah AA Al and heard by a Inge seberAb selecsed try pleas el M AM coracle: b 550 UIsgO Cakkuna Tie awed may be e,Vsse es • • d Coralau aims share *sly'r ,fah pit Or a3P rpene The a'btabr May 01) yary 3bddy of dm- - I! prrerl..,1 .herald hers."' nckrlrg Tow respectlhg lea de'dar.d Yaay fc0 d re and Ire "Taw' 01 uC 14 .._ GIin111(1Utaii, • V ' • FZSA 09 scorodata Off -site information at your fingertips RECORD STORAGE AGREEMENT ADDENDUM pp THIS ADDENDUM, made this day of ; :4 Vld 202 1, is by and between CORODATA and City Of National City. 1, Corodata will provide barcodes, pick-up and add your initial containers to storage free -of -charge from your office, (up to two free pickups within 60 days of the initial pickup). 2. If the decision is made to transition all the boxes to Corodata from the current vendor, Corodata will pick up boxes from current vendor and add them to storage within twelve months free of charge. a. Corodata will provide six months of free storage to assist with the transition charge your current vendor will charge you; free storage will start when the initial boxes are transferred. The free storage will be for all the cartons in the account for that six month period. 3. Storage Rates will be locked for 24 months. After the initial 24 months, storage rate increases can average no more than five percent per year for the next five years. iCityorodata Records Man Dement of National City Signature Date Signature Date Schedule A STORAGE RATES (CARTONS RATE / 30 DAYS) RATE Minimum Monthly Storage Charge Standard Record Storage Carton Plan Carton Transfercase (legal or letter) Climate Controlled Vault Storage (per box, up to 10x12x15) Corostuff Small Crate (crate rental included) Corostuff Med Crate (crate rental included) Corostuff Lrg Crate (crate rental included) SERVICES Retrieve / Refile Container (per container) Retrieve / Refile Filefolder (per filefolder) Search for File (per filefolder) Container Added Filefolder Added (charge when retrieving filefolder for first time) Permanent Removal (retrieval not included) Corostuff Crate restock/cleaning Copying (per page) Standard Carton Destruction (retrieval not included) Special Projects Labor (per hour) MATERIALS Standard Record Storage Carton (10x12x15) Plan Carton (8x8x42) Cor-O-Seals (20 per pack) TRANSPORTATION Record Storage Carton Non -Standard Carton (transfer, odd size cartons) Filefolders Trip Charge - Next Day Trip Charge - 4 Hour Rush Trip Charge - 2 Hour Rush Trip Charge - Emergency Service Rush Retrieval (per container or filefolder - added to rush trip charge) SCAN ON DEMAND Corovault- Basic (single user license, includes 1 GB storage) Handling (per 50 pages) Imaging (per image) 1 Hour Rush Handling (per 50 pages) 1 Hour Rush Imaging (per image) Service Area Schedule rev 5925A 020119 550.00 $0.25 $0.40 $0.70 55.00 $2.00 $3.00 $4.00 52.00 52.25 52.25 S1.10 50.50 53.95 54.95 $0.50 54.25 539.00 52.50 56.00 519.99 52.00 52.50 50.80 516.00 534.00 554.00 5250.00 s3.75 59.00 / MONTH 55.00 50.12 520.00 50.24 5925A Note: Additional services for which a specific rate is not listed will be offered at negotiated rate. 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. Get Started Today! www.corodata.com morodata Off -site information at your fingertips April 27, 2021 Corodata Staff Corodata Records Management 12375 Kerran Street Poway, CA 92064 Dear Corodata Staff, This letter is to authorize you to pick up our cartons from our current vendor, Iron Mountain. Our Iron Mountain account number is SD192. We appreciate your help. Sincerely, Shelley Chape MC Deputy City Clerk City Clerk's Office City of National City 619-336-4225 phone Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 619-336-4226 www.nationalcityca.gov Shelley Chapel a From: Shelley Chapel Sent: Thursday, February 18, 2021 6:52 PM To: Shelley Chapel Subject: FW`-Iron Mountain - 'Corodata Attachments: Corodata Addendum City of National City.pdf; Corodata Agreement for Services:pdf; Corodata Records Management proposal.pdf; Corodata Records Management Rate Sheet.pdf; IRM Removal letter the City of National City.doc; Iron Mt. Customer Agreement.pdf; Iron Mt. Pricing Schedule.pdf Follow Up Flag: Follow up Flag Status: Flagged From: Shelley Chapel Sent: Thursday, February 11, 2021 2:45 PM To: Tony Winney <twinney@nationalcityca.gov> Subject: Iron Mountain - Corodata Tony, When I began working with the City, we had discussed the records stored at Iron Mountain. I have done sore/research and reached out to Corodata as I have worked with them in the past. Stuart the vendor rep and I discussed the options available and I asked him to provide us with a proposal. This proposal took into consideration our current agreement with Iron Mountain which automatically renews every April 15t for a one-year period, which makes this discussion and possible decision rise to the top of the urgent list, as we would need to notify Iron Mountain, by March 1st if we want to terminate ouragreement. Otherwise it will automatically renew and they are not one to let us out of it without incurring the full year costs ($3,070.00) - Corodata is very experienced in working with Iron Mountain and the ownership transfer of records. I have attached information for you to review. The high level overview is that we are paying a monthly storage charge of $201.90 a flat rate no matter what we have stored. there.. In addition, we are charged a per box fee of $0.74 as well. Corodata would charge a $50 minimum - monthly charge and would remain at $50 until we store over 200 boxes. (We,currently have 73 boxes in Iron Mt.) Corodata charges a minimum flat rate of $50 which is up to 200 boxes, once you store.201 boxes the rate changes to a per box rate of $0.25 per box which would still only be $50.25 for 201 boxes. We could essentially store 1022 boxes with Corodata for the price we are currently paying at Iron Mt. for 73 boxes. Corodata sweetened the offer by providing us six months free to off -set the transfer fee that Iron Mt. will charge us. I have attached the proposal for your review. We will save $2,446.20 per year to move to Corodata. Iron Mt. Annual Cost $3,070.00 — which doesn't include adding or accessing any records Corodata.Annual,Cost $600.00 — and $2 fee per box if we retrieve /refile — which my understanding is the records in storage are permanent minutes/Reso/Ords that are already scanned and won't need to be accessed ever. . Your thoughts? Kindest regards; , i SheLTey Chapel M gvtC . Deputy City Clerk City Clerk's Office City of National City 619-336-4225 phone -- OAUFOAkj,► - NATIONAL C1Ty ".c nar aw 6.1c1., The City Hall is Open Monday — Thursday, 7:00 a.m. - 6:00 p.m. We are Closed on Fridays. 2 From: Stuart Johnson To: Shelley Chapel Subject: Corodata Records Management proposal Date: Wednesday, February 10, 2021 3:37:45 PM Attachments: lung 2.239 Unt7 1RM Removal letter the City of National Citv.doc CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Hi Shelley, Thank you for the opportunity to present you with a proposal for your records management needs. From personal experience, you have used Corodata's services at the City of Poway and Carlsbad. A few of the numerous other local entities that have switched from your same current vendor to Corodata include Sweetwater Authority, The County of SD, and cities of La Mesa & Santee. Here are the bullet points for your specific situation, with more detail in the email below: • Cut future costs by 79.6%, saving $203.85 per month, or $2,446.20 per year. • Initial investment $1,046.76. • Simple Cash Flow Break Even 4.1 months. 30 days' notice needs to be given prior to April 1st or else you will be stuck with them for another year. Here is the situation in more detail: • Term - You are in an auto -renewing agreement that automatically renews for an additional 12 months if 30 days notice is not provided, (see attached agreement). • Currently you pay $255.85 per month for 73.20 cubic feet/CF of boxes. With Corodata you can cut that cost by 79.6%, saving $203.85 per month, or $2,446.20 per year. • Iron Mountain will charge $1,046.76 to retrieve($5.50 per CF), and permanently remove($8.80 per CF), your boxes. • Corodata's free services to create a quick break-even: o Corodata will pick up your boxes from Iron Mountain, bring them back to our facility, barcode and cross reference to your existing barcode, import any inventory, run an exceptions report to ensure all the correct boxes were received, and put your boxes away into storage free of charge. G Corodata will provide six months of free storage to assist with the removal fees. ■ This will be a cash flow break even in 4.1 months. • Notice needs to be provided prior to April 15t or the agreement will automatically renew for an additional one year term. , To move forward I have attached the following four documents: PIP4 • Notice of non -renewal letter template. • Corodata agreement, addendum, and price sheet. Please let me know you received this, and also let me know if you have any questions, or would like to setup a virtual meeting. Sincerely, Stuart Johnson Senior Account Executive — With Corodata since August 2000 Membership Chair San Diego Chapter ARMA International sjohnson Pcorodata.com Phone: (858) 349-0728 Linkedln: http://www.linkedin.com/in/stuartwilliamjohnson ncorodata Oft -sae infovmatton at your fingertips CI ® el Records Storage & Management - Media Storage & Rotation - Shredding - Imaging San Diego - Orange County/LA - North Bay/San Francisco - San Jose/Silicon Valley This e-mail and any files transmitted with it may contain privileged and confidential information and are intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, you are hereby notified that any dissemination or copying of this e-mail or any of its attachment(s) is strictly prohibited. if you have received this e-mail in error, please immediately notify the sending individual or entity by e-mail and permanently delete the original e-mail and ottachment(s) from your computer system. Thank you for your cooperation. March 30, 2021 Corodata Staff Corodata Records Management 12375 Kerran Street Poway, CA 92064 Dear Corodata Staff, CALIFORNIA NATIONAL Uri 1J:31 --� (NCORPOftATEO This letter is to authorize you to pick up our cartons from our current vendor, Iron Mountain. Our Iron Mountain account number is SD192. We appreciate your help. Sincerely, Shelley Chapel, MMC Deputy City Clerk City Clerk's Office Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 619-336-4226 www nationalcityea.gov Shelley Chapel From: Shelley Chapel Sent: Tuesday, March 23, 2021 8:13 AM To: 'Stuart Johnson' Cc: Marian Maus Subject: RE: Corodata transition letter/City of National City Attachments: Letter to Corodata Regarding Release 03232021.pdf Marian, Attached is the letter requested by Stuart for the release of records from Iron Mt. Please let me know if you need anything else from us. Thank you, Shelley From: Stuart Johnson [mailto:sjohnson@corodata.com] Sent: Thursday, March 18, 2021 10:42 AM To: Shelley Chapel <schapel@nationalcityca.gov> Cc: Marian Maus <mmaus@corodata.com> Subject: Corodata transition letter/City of National City CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Hi Shelley, Let us know when final payment has been made. Marian will handle your transition from Iron Mountain and I have already forwarded her your inventory. Our driver will need the letter on page three of the attached. I think you will be safe dating it around March 30th. If you could print it on your letterhead, sign, scan and return to us it would be appreciated. I will be on vacation March 29th for two weeks and want to make sure everything is setup in case it happens while I am away. Usually it takes Iron Mountain two weeks to acknowledge receipt of payment, then another week to coordinate with the warehouse and they provide a date a week away. It can vary widely, but this would make a transition date of around mid -April depending on your payment date. There is not much for you to do during this period as it has to work its way through their electronic workflows. You will not be charged storage no matter how long it takes, so a friendly email to your contact every two weeks if you have not heard anything is the only recommended advice Let me know if you have any questions. Sincerely, Stuart Johnson Senior Account Executive — With Corodata since August 2000 Membership Chair San Diego Chapter ARMA International siohnson(corodata.com Phone: (858) 349-0728 Linkedln: http://www.linkedin.com/in/stuartwilliamjohnson 1 icorodata OH -site informat,rt at your fingertips © ® U Records Storage & Management - Media Storage & Rotation - Shredding - Imaging San Diego - Orange County/LA - North Bay/San Francisco - San Jose/Silicon Valley This e-mail and any files transmitted with it may contain privileged and confidential information and are intended solely for the use of the individual or entity to which they are addressed. If you are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, you are hereby notified that any dissemination or copying of this e-mail or any of its attachment(s) is strictly prohibited. If you have received this e-mail in error, please immediately notify the sending individual or entity by e-mail and permanently delete the original e-mail and attachment(s) from your computer system. Thank you for your cooperation. From: Kabilko, Courtney <courtney.kabilko@ironmountain.com> Sent: Friday, March 12, 2021 9:58 AM To: Shelley Chapel <schapel@nationalcityca.gov> Cc: Tony Winney <twinney@nationalcityca.gov>; Stuart Johnson <siohnson@corodata.com> Subject: Re: City of National City - SD192 Hello, Please see the attached invoice package for the above mentioned account. This contains your closing invoice along with any applicable outstanding invoices. Please remit to the address on the invoice. Once all financial obligations have been satisfied, we will coordinate the removal of all inventory. For your convenience, 1 have included the instructions for credit card payment as well as the overnight payment address. Total due to close: $1,814.31 . **If additional storage has not been applied to your closure invoice, you will continue to accrue storage invoices for each month that your inventory remains at Iron Mountain.** 2 How to pay by credit card: Here is the link to the web site. https://payments.ironmountain.com There are lines on the form to indicate what invoices should be credited. if there are so many invoices that they will not fit on the form please send a list of the invoices and amounts to us and we will see that they are applied properly. Please email this list to aronlinepayments cc,ironmountain.com Overnight Iockbox address: To enable quick application and completion of this closure, please include the remittance slip and indicate the invoice numbers for payment are identified on the check. Iron Mountain LockBox 27128 4 Chase MetroTech Center 7th Floor East Brooklyn, NY 11245 United States: ACH Payment Bank Name JP Morgan Chase Bank Account Title Iron Mountain Bank Account Number 323285139 JP Morgan ABA (routing) Number 021-000-021 JPM Swift Code CHASUS33 (international equivalent for the routing number) Account Type Checking Bank Address JP Morgan Chase Bank 270 Park Avenue New York, NY 10017 Electronic Payment Customer Service Number813-432-3700 Company Identifier 9162510801 Would you please provide an estimated pay date for this invoice. Once I have this date, 1 will look for this payment in our system to continue with the closure process. 3 If you have any questions please feel free to contact me. Thank you! " Click Here " to schedule a time to talk to me. Courtney Kabilko l Customer Loyalty and Support IRON t IOUNTAIN 610-342-9533 - office www.lronMountain.com OUR VALUES: Integrity 1 Safety & Security 1 Customer Value 1 Ownership 1 Inclusion & Teamwork On Mon, Mar 8, 2021 at 2:34 PM Shelley Chapel <schapel@nationalcityca.gov> wrote: Courtney, Please see the attached email signed by our Assistant City Manager, Tony Winney authorizing the closure of the account and the cost summary of the final billing. Please reply with an official invoice to provide ample time for processing in our Finance department. Thank you, Kindest regards, 4 Shelley ChapeC, // WC Deputy City Clerk City Clerk's Office City of National City 619-336-4225 phone -- cA4.*1,0RNIA -- NA'cUO L CCTV azin .RC4t►pAETw* The City Hall is Open Monday — Thursday, 7:00 a.m. - 6:00 p.m. We are Closed on Fridays. From: Kabilko, Courtney [mailto:Courtney.kabilko@ironmountain.com] Sent: Monday, March 8, 2021 6:21 AM To: Shelley Chapel <schapel@nationalcityca.gov> Cc: Tony Winney <twinney@nationalcityca.gov>; Stuart Johnson <sjohnson@corodata.com> Subject: Re: City of National City - SD192 CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Hello, Below is the cost summary to close account SD192 via customer pick up. After reviewing the cost summary, please sign the document and return via email. UNIT OF BILL SERVICE QUANTITY RATE MEASURE CODE EXTENDED AMOUNT Retrieval 73.20 © $ 5.5 per CF 0122 $ 402.60 Destruction - shredding @ $ per $ Permanent Withdrawal 73.20 @ $ 8.8 per CF 0335 $ 644.16 Account Closing @ $ per $ Closing Costs Sub-Total:1046.76 Transportation Handling @ $ per $ Transportation @ $ per $ 5 Administration Fees @ $ per $ Expiration of Contract: 4/30/2021 Number of Months Remaining: 1 Additional Storage 1.00 @ $ 255.850 per MONTH 3475 $ PROPOSED TOTAL CHARGES: $ TAX: $ TOTAL OUTSTANDING INVOICE AMOUNT: $ TOTAL TO CLOSE ACCOUNT: $ 255.85 1,302.61 (Not Including Taxes) 511.7( 1,814.31 My contact information can be found below, please do not hesitate to contact me with any questions. The Cost Summary represents the costs associated with closing your account only. This Cost Summary is only valid for 30 days. Storage will incur for each additional month that the inventory remains at Iron Mountain beyond the time frame established above. Additional costs may be incurred based on requested activity in your account. Once all financial obligations have been satisfied, coordination begins with the permanent withdrawal and/or destruction of your inventory. Please note any Pediatric records be kept until the patient's 18th birthday. Iron Mountain is not responsible for verifying if destruction requests meet this requirement. By approving the cost summary you are authorizing Iron Mountain to permanently withdrawal all requested documents. ****This is not an Invoice. Please do not submit payment based on the Cost Summary Document. Once the Cost Summary is approved, a final invoice will be mailed**** Please indicate your acceptance below by signature or email approval. Name (please print): Title: Date: Telephone Number: Email Address: Thank you! 6 " Click Here " to schedule a time to talk to me. Courtney Kabilko I Customer Loyalty and Support IRON MOUNTAIN 610-342-9533 - office www.IronMountain.com OUR VALUES: Integrity I Safety & Security I Customer Value I Ownership I Inclusion & Teamwork On Mon, Mar 1, 2021 at 12:53 PM Shelley Chapel <schapel rLnationalcityca.gov> wrote: Courtney, Please confine the receipt of the attached email and the prior submittal of the request to close our account provided to you on Monday, February 22, 2021. If you require additional information please let me know asap so that we can expedite this process. Kindest regards, Shelley Chapel, 1211C Deputy City Clerk City Clerk's Office City of National City 7 r 619-336-4225 phone — CALIFORNIA NATIONAL CITY U3'l 'AroRroN a The City Hall is Open Monday — Thursday, 7:00 a.m. - 6:00 p.m. We are Closed on Fridays. The information contained in this email message and its attachments is intended only for the private and confidential use of the recipient(s) named above, unless the sender expressly agrees otherwise. Transmission of email over the Internet is not a secure communications medium. If you are requesting or have requested the transmittal of personal data, as defined in applicable privacy laws by means of email or in an attachment to email, you must select a more secure alternate means of transmittal that supports your obligations to protect such personal data. If the reader of this message is not the intended recipient and/or you have received this email in error, you must take no action based on the information in this email and you are hereby notified that any dissemination, misuse or copying or disclosure of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by email and delete the original message. The information contained in this email message and its attachments is intended only for the private and confidential use of the recipient(s) named above, unless the sender expressly agrees otherwise. Transmission of email over the Internet is not a secure communications medium. If you are requesting or have requested the transmittal of personal data, as defined in applicable privacy laws by means of email or in an attachment to email, you must select a more secure alternate means of transmittal that supports your obligations to protect such personal data. If the reader of this message is not the intended recipient and/or you have received this email in error, you must take no action based on the information in this email and you are hereby notified that any dissemination, misuse or copying or disclosure of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by email and delete the original message. 8 scorodata Off -site information at your fingertips RECORD STORAGE AGREEMENT ADDENDUM THIS ADDENDUM, made this day of between CORODATA and City Of National C (Ar 2021, is by and 1. Corodata will provide barcodes, pick-up and add your initial containers to storage free -of -charge from your office, (up to two free pickups within 60 days of the initial pickup). 2. If the decision is made to transition all the boxes to Corodata from the current vendor, Corodata will pick up boxes from current vendor and add them to storage within twelve months free of charge. a. Corodata will provide six months of free storage to assist with the transition charge your current vendor will charge you; free storage will start when the initial boxes are transferred. The free storage will be for all the cartons in the account for that six month period. 3. Storage Rates will be locked for 24 months. After the initial 24 months, storage rate increases can average no more than five percent per year for the next five years. orodata Records Man ement iCity of National City Signature Date Signature Date Corodata Agreement for Services Client Acct Name: City of National City Acct No (TBD): Full Mailing Address: 1243 National City Blvd, National City CA 91502 Contact Name: Shelley Chapel Phone: 619-336-4225 Email: clerk@nationalcityca.gov THIS CORODATA AGREEMENT FOR SERVICES ("Agreement"), made , is by and between Corodata Records Management, Inc. (hereafter "Corodata") and City of National City (hereafter, "CLIENT"). The storage location(s) is: Poway, CA Thank you for choosing Corodata! We look forward to serving you. Please refer to the complete terms and conditions as set forth on the attachment or reverse side, as well as any written and mutually signed addenda, and incorporated as part of this Agreement. On this page, we are explaining and highlighting some of the key terms. The initial term of this Agreement is thirty (30) days after it has been signed by both parties. 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 no later than fifteen (15) days from receipt of the invoice. We shall not be liable for granting access to your records to any persons representing themselves as your authorized representatives. We can maintain a list of such persons, which you can update as needed. We take our responsibility for the economical safekeeping of your records very seriously. 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, you agree to reimburse us for matters arising specifically due to our relationship with you, including collection, legal, and compliance matters as they may occur from time to time. • RATES — CLIENT agrees to pay Corodata for its storage and services according to Corodata's then -current Schedule of Rates and any revisions thereto. Corodata shall issue invoices on a monthly basis. Rates and services may be changed or added upon thirty (30) days notice to the CLIENT. For Material received during a month or stored for a portion of a month, charges will be assessed according to the applicable fee in the Schedule of Rates. Additional charges, if any, shall be paid simultaneously with the monthly rates. Payment is due and payable no later than fifteen (15) days after the date of the invoice. Corodata shall be entitled to assess an interest charge at the maximum legal rate of interest on any unpaid and past due balances. Corodata may impose a Supplemental Energy Charge. CLIENT agrees that, upon any termination of or Event of Default under this Agreement, it shall be required to make all payments to Corodata required hereunder prior to Corodata returning CLIENT's Material. • Since only you know what is truly in your material and what the insurable value is for that material, we advise you to schedule this property at its value, and our location(s), on your insurance policies. If your material contains confidential information or is proprietary in nature, you may also want to update any policies. Our liability, if any, for any claims under this agreement is described on the reverse side, and any written and mutually signed addenda is limited to $2.00 per unit of storage, unless excess valuation has been included by amendment to this Agreement and paid for by you. The prices Corodata charges to you do not enable us to assume any additional liability. You acknowledge that your total loss and damages for a claim hereunder, including, without limitation, the cost to replicate your records and any costs to you associated with being unable to replicate your records, may not be fully compensated in the $2.00 amount, and you further acknowledge that the limitations on Corodata's liability in this Agreement are material provisions hereunder. • 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 this database is definitive as to the materials in any particular unit of storage. 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 Agreement, including the revue s hereof, and any written and mutually signed addenda. CLIENT SIGNATURE Corodata Records Management, Inc. Tony Winney/Assistant City Man ger l CLIENT N ME / TITLE (Please Print) Date DATE Please Initial :j "' Page Ver. RSA 09/2018 TERMS AND CONDITIONS 1. SERVICES - Comdata shall store and/or service CLIENT'S material provided by CLIENT and accepted by Comdata ("Matenal") CLIENT may modify or add to the Material, which shall be held andlor serviced under the same terms and conditions as the Matenal. and will. from the date of tendering for storage andlor service to Corodata, be deemed Material as the term s used herein CLIENT is responsible for using pre -approved packaging of all Malenal. Comdata shall be enticed to either reject for pickup Matenal not packaged in approved packaging, or to accept such Matenal for pickup, provided that Corodata shall be entitled to re -package the Matenal at the rates set forth in the Schedule of Rates CLIENT acknowledges and agrees That Corodata may utilize subcontractors selected and approved by Comdata to service locations outside of Corodata's standard service area Corodata is under no obligation to review itemized lists or descriptions of contents of Material submitted by CLIENT and such lists or descriptions shall not be considered proof that any contents contained on such lists or descriptions are or were in fact contained in the Material CLIENT shall provide Corodata with sixty (60) days prior written notice of any matenal charge in CLIENT'S service requirements, including, without limitation, Matenal quantities or transportation arrangements. An services provided to other CLIENT locations hereunder shall be subject to this Agreement, unless otherwise agreed upon in writing by the parties, provided that pricing for such services may vary depending on the location and services provided 2. ACCEPTANCE - By signing this Agreement or tendering Material for storage andlor other services by Corodata, CLIENT accepts the terms, conditions and rates and other provisions of this Agreement Corodata may amend these provisions of the Agreement by providing written notice of such amendments t0 CLIENT. CLIENT may reject the amended provisions, but must do so in writing within tarty (30) days after the date of Corodala's notice CLIENT'S payment of the Invoice evidences its assent to arty amended provisions in this Agreement. 3. ACCESS TO MATERIAL - Material 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 Matenal. and to deliver and receive such Materials. Such order may be given via telephone, electronically. fax, in writing or in person Corodala shall not be liable to CLIENT for following the instructions of any person representing him or herself as an authorized representative When service is requested, Comdata Shan he given a reasonable time to carry out said instructions In the Event of a Default Comdata reserves the right to deny access to or delivery of the Matenal until such time as CLIENT has cured such Event of Default under this Agreement. CLIENT'S authorized representatives shall have the right, at reasonable times and upon reasonable rotice, to examine the Material. 4. DELIVERY AND REMOVAL- Comdata shall not be liable for any loss, damage, destruction or unauthonized access to Matenal in transit, or to Matenal which may receive sudden and accidental damage Corodata may charge a permanent removal fee in addition to any other accrued charges when Material is withdrawn from storage or upon termination of this Agreement. Comdata shall deliver all Matenal permanently removed but not destroyed as instructed by CLIENT at CLIENT'S expense. 5. DEFINITION OF LIABILrTY 5 1 Corodata shall not be liable to CLIENT or any other third party for any loss, damage or destruction to Material or unauthorized access, acquisition, use, or disclosure, Including any Data Disclosure Incident (as defined below), however caused, unless such loss, 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. Corodata Is not an escrow or fiduciary of the Material or to the CLIENT or any third party. 5.2 Corodata's aggregate liability, if any, (a) for any and all claims related to Matenal shall not exceed 52.00 per unit of billed storage as sat forth in the Schedule of Rates ("Unit of Storage"), which amount CLIENT declares to be the value of the total loss to CLIENT In the event of any such loss, damage, unauthorized access, acquisition, use, disclosure or destruction of Material, unless CLIENT declares an excess valuation and pays an additional monthly charge et an amount provided by Corodata for said excess valuation, In which case, Corodata's (lability shall be limited to the amount of the excess valuation per Unit of Storage; and (b) for all other claims shall not exceed the fees paid by CLIENT related to the services that are the sub)ect of the claim during the six (6) months prior to the claim. Such limitations of liability shall apply regardless of the nature of the claim. Corodata shall not be charged with any knowledge of the content of the Material even If Corodata teamed or obtained knowledge of the contents. 5.3 Corodata shall not be liable for any special, Indirect, Incidental, punitive, consequential or similar types of damages, Including, without limitation, lost profits, loss of use, notification to third parties under federal, state andlor municipal law, regulation or ordinance, andlor reconstruction, repair, replacement or restoration, regardless of the form of the claim and regardless of whether any such damages were disclosed in advance or foreseeable. 5.4 Material is not insured by Corodata against bss or injury, however caused. CLIENT is advised to insure the Material with its own insurance Cartier. to evaluate such policies including. without limitation. data privacy and liability policies, and confirm they contain terms satisfactory to CLIENT to cover the risks associated with this Agreement and to schedule Matenal and Corodata location(s) in its own insurance polices at declared values CLIENT shall cause its insurers to waive any nght of subrogation against Corodata. 5.5 CLIENT understands and acknowledges that normal deterioration and aging of all Matenal occurs with time. 5.6 All claims for loss, damage or liability by CLIENT against Corodata, its officers, employees, subcontractors, agents and assigns must be presented in writing to Comdata within a reasonable time and in no event longer than sixty (60) days alter CLIENT has knowledge of the circumstances giving rise to these claims. 5.7 Comdata shall not be liable to CLIENT pursuant to the Agreement, unless (a) timely written notice of me claim has been given as provided in Section 5 6 of this Agreement and (b) unless legal proceedings are commenced for the claim either within the shorter of (i) nine months after date of delivery or return by Corodata of the Material by Corodata to CLIENT, or (ii) nine (9) months after CLIENT has knowledge of the circumstances giving rise to the claim. 5.8 All limitations of liability in Section 5 apply to the entire Agreement and relationship between Comdata and Corodata Affiliates and CLIENT, regardless of whether any actions brought in tort, contact orotherwrse 5.9 Unless caused solely by the intentional misconduct of Corodata. CLIENT agrees to fully indemnify, defend and hold hairless Corodata, its officers. employees, subcontractors. agents and assgns for any liability, cost or expense. including reasonable aflomey's fees and costs, that Corodata its officers, employees, subcontractors, agents and assigns may incur as a result of any claims, demands, suits, costs or judgments against d ansing out of Corodata's services or its relations with CLIENT or third parties pursuant to Nis Agreement. 5.10 CLIENT shall bear all costs associated with the investigation and response to a Data Disclosure Incident relating to Matenal. Data Disclosure Incident is defined as the actual or attempted, unauthonzed access b, or use, disclosure, acquisition, modification, edtltration, theft loss, or destruction of Material. 6. TERM AND TERMINATION -The tern of this Agreement shall commence when signed by both parties and shall continue until either party gives the other party thirty (30) days advance wntten notice of a termination date and, in the case of a CLIENT termination, an address for delivery of the Matenal. CLIENT acknowledges that Corodala must reserve space for storage of its deposits in its buildings. If CLIENT terminates this Agreement before the completion of the temp for any reason. CLIENT agrees to pay Comdata early temtination fees. These lees 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- recurring charges reasonably expended by Corodata as well as costs marred by Comdata to establish service to CLIENT; and (2) all recurring changes for the balance of the then current tent. If Corodata continues to hold CLIENT'S property after any expiration or termination of this Agreement. the terns of this Agreement shall continue to apply until all property has been removed from Corodala's facilities. CLIENT acknowledges that, folbvmg any ternlnabon or expiration of this Agreement, Corodata will not be obligated to deliver mare than two hundred frfty Units of Storage per week unless the parties agree otherwise in writing CLIENT acknowledges that the only way to receive its Matenal following a termination is by having Comdata deliver such Material, at the fees set forth in the then -current fee schedule. to the local address specified by CLIENT The terms of Sections 5, 7 and 8 shall survive any termination or expiration of this Agreement. 7. DEFAULT 7.1. The occurrence of any one ar more of the following events by CLIENT shall constitute default ("Events of Default"): (a) Failure to pay any sum due hereunder within thirty (30) days of when due, or (b) Breach of any other provision of this Agreement 7.2. Upon the ocarrence of any of the Events of Default Corodata, at its sole option, may exercise any or all of the following remedies without terminating the Agreement CLIENT's failure to comply with any of the blowing demandsldelivenes 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 behat of CLIENT. (b) Demand in writing that CLIENT pick up the Material: (c) Deliver the Matenal to the CLIENT'S last -known delivery address Delivery of Material to CLIENT shall be at CLIENT's sole cost and expense and payment of all outstanding storage, handling and delivery changes must be prepaid b Corodala. (d) Shred tie Matenal. unless prohibited by state or federal statute, upon thirty (30) days advance written notice to CLIENT, in which case CLIENT acknowledges that since the Matenal has little or no market value, and that the sale of the material would be impossible, the shredding of the Matenal is the only way for Corodata to mitigate its damage. 7.3. If the Agreement is not terminated, CLIENT shall continue to pay at sums due under cols Agreement up to and including the date of delivery of the Material. Alternatively. in the event the Agreement is terminated and Corodata continues to provide services to CLIENT. CLIENT shall continue to pay sums due under this Agreement and Comdata 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. 7.4 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 7, it shall have no liability to CLIENT or anyone claiming through CLIENT The exercise by Comdata of any one or more of the remedies provided in this Agreement shalt not prevent the subsequent exercise by Comdata 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 altemabvety, successively or in any other manner and are in addition to any of the rights provided by law. In the event any action is brought to enforce or establish the amount of payments owed Comdata when CLIENT is in default the prevailing party shall be awarded attorney's fees and costs. 8. DESTRUCTION OF MATERIAL - Comdata may shred Matenal upon wntten instruction from CLIENT. which may be performed as permitted hereunder, as pan of a regular schedule or as agreed upon by the parties. CLIENT also agrees that all bins. consoles and other items supplied by Corodata for use by CLIENT in connection with the shred services are the property of Corodata If CLIENT fails to return all such items in working condition at the completion of the services. CLIENT agrees to reimburse Comdata for their replacement cost. Shredding of the Material shall be at CLIENT's cost and expense CLIENT releases Corodata from any and all liability by reason of the shredding of such Matenal pursuant to this paragraph and Sedan 7.2.d above. CLIENT acknowledges that Corodata may drspese of the Materials by shredding, punctunng, incinerating or any other means that is generally accepted in the industry for disposing of items similar to the Matenal. References herein to "shredding" shall be understood to include all such methods of disposal In accordance with generally accepted industry standards and practices, CLIENT acknowledges that CLIENT's Materials provided for shredding may be commingled with shred matenals of others prior to shredding and that such matenals may be recycled after they are shredded Comdata will provde services for the secure shredding destruction of the Materials in a professional manner and will furnish a Certificate of Destruction upon CLIENT'S request The services may, at CLIENT's option and as may be further described on an addendum or a separate agreement with Corodala's affiliate, be performed as part of a regular schedule or pursuant to specific directions from CLIENT. 9. OWNERSHIP OF MATERIAL - CLIENT warrants and represents that it is the owner or legal custodian of the Matenal and has lawful possession of and legal authonty to store and authorize servicing of its matenal in accordance wilt the terms and conditions set forth herein. CLIENT agrees that in event of any ligation or claims involving the Matenal or Corodatas services, CLIENT shall be liable for all reasonable attorneys' Fees, costs and expense that Comdata may reasonably mar or become liable to pay in connection tterewe h By providing services to CLIENT. Corodata does not own. license. use, or process the Matenal, and undertakes no responsibilities or duties associated with ownership, licensing. use, or processing of the Material under any law or regulation. 10. ASSIGNMENT - Neither this Agreement nor any rights, liabilities or obligations of CLIENT under this Agreement shall be assgned or transferred by CLIENT without the express consent of Comdata, which Corodata may withhold at its dscrebon Until such express wntten consent is granted by Corodata, CLIENT remains fully liable under this Agreement 11. COVENANTS - CLIENT agrees to comply with Corodata's Customer Procedure Manual. CLIENT shall encrypt any electronic media stored w fh Corodata and, should CLIENT tail to do so, CLIENT acknowledges that Comdata shall have no liability to CLIENT or any third parties for any claims, costs or expenses that would have been avoided or diminished had CLIENT encrypted the Material Limitations of liability apply even if encrypted. CLIENT shall not, al any time, store with Corodala, any narcotics; medical waste, materials considered to be highly flammable. explosive, toxic, or radioactive: organic matenal, which may attract vermin or insects; or any other matenals which are otherwise illegal, dangerous or unsafe to store or handle in an enclosed area, or that is regulated under stele, federal or municipal laws, regulations or ordinances relating to the environment or hazardous materials. Corodata reserves the right. but shall not have the oblgation, to open and inspect any materials provided le Corodata and to refuse acceptance of materials that fail to comply with Corodata's storage restrictions and guidelines. CLIENT shall not store legal tender, negotiable instruments. precious metals oratories. jewelry, check stock. ticket stock or other items that have intrinsic market value. Corodata shall rot be charged with knowledge of the contents of the Material; Corodata shall not be liable for loss of any missing Matenal unless (,) en addendum is added as part or this Agreement which expressly includes the oblgabon for Corodata b inventory the page -level contents of the Matenal, and (11) CLIENT establishes such loss oocured due to Corodata's failure b exercise the reasonable care required under Section 5. above. 12. CONFIDENTIALITY- Comdata shall implement and maintain reasonable safeguards desgned to protect the confidentiality of CLIENT'S information contained in the Material. and shall not intentionally disclose such information to third parries without CLIENT's wntten consent. Neither party shall be entitled to use the name or trademarks of the other party without the other party's poor wntten consent Comdata is authorized to comply v th any subpoena, warrant ar similar order. provided that Corodata shall ropy CLIENT promptly thereof (unless such notice is prohibited by law) CLIENT agrees to reimburse Comdata for its fees, costs and services. including, without limitation. reasonable attorneys' fees and costs, related to such compliance. 13. IMAGING - If Corodata performs imaging services for CLIENT, Comdata is not responsible for any errors discovered in the scanned images after the thirty (30) day CLIENT review is complete, or wherever the original matenal is returned to CLIENT or shredded. whichever comes first. Corodata shall be entitled to follow the instructions of any CLIENT authonzed representative regarding the transmission method of any scanned documents, provided that Comdata makes no representation or warranty regarding the security, quality, availability or timeliness of any such transmission method 14. MISCELLANEOUS - The tern -Agreement- as used herein shall be deemed to include this Corodata Services Agreement. these Terms and Conditions, any and all wntten and signed schedules and addenda Corodata and CLIENT agree that this Agreement is intended to govem tier entire relationship related to the Material and further acmowledge that the obligations, limitations and protections set forth in this Agreement shall apply notwithstanding any previous or subsequent agreements that may the signed by the parties, unless such agreements expressly supersede this Agreement. The terms of this Agreement shall be binding and enforceable upon any successors or assigns of the parties hereto This Agreement shall constitute a warehouse receipt. There are no implied services, supplies, and equipment or suppers responsibilities due to CLIENT from Corodata other than these specifically provided for in the Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes any and all agreements, arrangements and understandings, whether oral or written. between the parties Without limiting the foregoing, any CLIENT purchase orders are for CLIENT's internal purposes only, are superseded by this Agreement, and shall not be legally binding upon or enforceable against Comdata. No waiver of any nght or remedy shall be effective unless in a mutually signed 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 tens or provision is illegal, invalid or unenforceable, there shalt be added automatically as pan of cis Agreement, a piovrsion as similar in terns and effect as necessary to render such provision legal. valid and enforceable This Agreement shall be construed in accordance wth the laws of the Slate of California without giving effect to its conflict of laws pnncples. Corodata shall have, and may exercise, all rights granted to warehousemen by California's Commercial Code. All notices under this Agreement shall be in wntirg Unless delivered personally, all notices shall be addressed to the appropriate addresses noted herein, or as otherwise noted n 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 vie parties hereto Other than CLIENT's obligation to make payments hereunder, neither party will be liable for delay nor inability to perform caused by acts of God. natural disasters. go vemmental actions, laber unrest, stnkes. lockouts. acts of terrorism. riots, or other causes beyond its reasonable control. All references herein to "days" mean calendar days unless otherwise noted 15. CORODATA AFFILIATES - Client acknowledges and agrees that Corodata may utilize the services of companies that are owned by, that own or that are under common control with, Corodata including, without limtaten, those that provide shredding, imaging, logistics and media vaulting services ("Comdata Affiliates"). Client further acknowledges and agrees that all Corodata benefits and protections set forth in this Agreement, including, without Ivndalton. Section 5. apply to both Corodata and Corodata Affiliates. 16. ARBITRATION - Any dispute. controversy or claim ansing out of this Agreement or in connection with the Matenal ar Corodata's services shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Anbitratnn Association (AAA) and heard by a single arbtrator selected by parries at the AAA office in San Diego. California. The award may be entered as a judgment of a court of record n the County of San Diego. Corodata and CLIENT shall share equally the cost of arberation. The arbitrator may not vary, modify or disregard the provisions contained herein, including those respecting the declared valuation of the Material and the limitation of liability of Corodata Client Initials �l r Ver RSA 09/2018