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HomeMy WebLinkAbout20-101 Agmt Adams Data Management Access Records Off-site Records Storage 11-18-2020RESOLUTION N0.20-101 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND ADAMS DATA MANAGEMENT LLC FOR OFF SITE RECORDS STORAGE SERVICES WHEREAS, the Town of Firestone ("Town") is in need of off -site records storage services: and WHEREAS, the Town Clerk solicited bids from service providers and selected Adams Data Management LLC as the lowest, responsive qualified provider. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Agreement between the Town of Firestone and Adams Data Management LLC for off -site records storage services is approved in substantially the same form as the copy attached hereto and made a part of this resolution and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this+�ay of (� , 2020. ��� :STpN� TOWN OF FIRESTONE, COLORADO TOVdN 9+� : �i L/�g a = SAG6 �r R,: o bi Sinde ar, Mayor o ATTEST: •• ,.•01V �/VTV G _ :nig, CMC, T wn Jerk D AS TO F RM: Hayashi, Town Attorney DocuSign Envelope ID: 3177D612-13EAA-42F3-A810-AOBBF318B109 Access hifbiwation Prowled. MASTER AGREEMENT: Records Storage and Management Services This Master Agreement ("Agreement") is made between Adams Data Management LLC ("ACCESS") and Town of Firestone ("CLIENT"). CLIENT engages ACCESS to provide the Storage and Services described herein, subject to the attached Terms and Conditions. CLIENT has received, read and accepts the Terms and Conditions. CLIENT acknowledges and agrees the declared value of all Records (defined herein) is set forth in Paragraph 10 of the Terms and Conditions. CLIENT agrees to pay ACCESS for its services in accordance with its then current Price Schedule. IN WITNESS WHEREOF, ACCESS and CLIENT (each a "Party" and collectively, the "Parties") have caused this Agreement to be executed by its duly authorized representatives, to be effective as of the last signature date below (the "Effective Date"). ACCESS Street Address City, State Zip: 500 Unicorn Park Drive Woburn. MA 01801 CLIENT Street Address City, State Zip: Brian Bliss Print Name Print Name Title Sales Manager Title �yDocuftned by: Signature is Signature E0782A670217485... 10/13/2020 Date (MM/DD/YYYY): Date (MM/DD/YYYY): iF'±rC�]Y.TiiiPla Firestone, CO 80250 bbi Sindelar Bo Mayor IN r • Access Master Agreement: Records Storage and Management Services Revised 4.1.19 Page 1 of 7 DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 Access Inf wniation Protected. TERMS AND CONDITIONS 1. STORAGE AND RELATED SERVICES CLIENT hereby engages ACCESS to store and provide services in connection with (collectively, "Storage Services") CLIENT's documents, media, open shelf storage, electronic or digital images and records and other deposit items (collectively, the "Records") subject to the terms and conditions of this Agreement. By providing any Records to ACCESS or receiving Services from ACCESS, CLIENT accepts the terms of this Agreement. 2. DESTRUCTION SERVICES A. Destruction of Records in Storage - ACCESS may provide services for the secure destruction of Records ("Destruction Services") held in storage by ACCESS if requested by CLIENT. If CLIENT requests, ACCESS will furnish a Certificate of Destruction to CLIENT. CLIENT hereby releases ACCESS from any liability, damages or costs, including reasonable legal fees, (collectively, "Costs") arising from or relating to the destruction of Records pursuant to the CLIENT's request. B. Other Destruction Services - If CLIENT requests, as part of Destruction Services ACCESS may (i) provide shredding consoles and other equipment ("Consoles") in CLIENT's facilities for the collection of papers to be destroyed; (ii) service the Consoles on an agreed schedule or as needed; (iii) provide mobile on -site shredding on an agreed schedule or as needed; and/or (iv) securely destroy other materials as requested by CLIENT in writing. Consoles remain the property of ACCESS at all times, and CLIENT will not file any lien nor allow any lien to be filed against the Consoles. CLIENT shall place only office paper in Consoles. CLIENT shall reimburse ACCESS from any Costs arising from or relating to the destruction of any materials placed in the Consoles or tendered for destruction. CLIENT shall reimburse ACCESS for loss or damage to any Consoles and for any damage to ACCESS' shredders caused by non -paper products. 3. CONVERSION AND SOFTWARE SERVICES A. Conversion Services. If requested by CLIENT, ACCESS may provide scanning, imaging, and/or indexing services (collectively the "Conversion Services", and together with any other services under this Agreement, the "Services") in connection with CLIENTS Records. As a result of the Conversion Services, ACCESS shall deliver an electronic copy of the serviced Records, or other embodiment of its efforts ("Deliverables") as set forth in one or more statements of work (each an "SOW") mutually agreed upon by the Parties and made part of this Agreement. Criteria for acceptance of Conversion Services or Deliverables are set forth within each applicable SOW. Notwithstanding anything to the contrary herein or in any SOW, satisfactory completion and acceptance of any Conversion Services and/or Deliverables shall be deemed to have been delivered and accepted by CLIENT if CLIENT does not object in writing to such Conversion Services or Deliverables within thirty (30) days of receipt by CLIENT. CLIENT hereby acknowledges and agrees that it shall not control the manner, means or methods by which ACCESS performs any Conversion Services contained herein. B. Software Services. If CLIENT requests that ACCESS provide software services or any other services, the Parties shall execute the applicable addendum and attachments thereto. 4. OTHER TERMS FOR RECORD STORAGE, ACCESS AND DELIVERY A. CLIENT shall not at any time store with ACCESS any materials that would attract insects or vermin, are highly flammable, explosive, toxic, radioactive, dangerous or illegal to possess or store, or that are otherwise deemed by ACCESS, in its sole discretion, to represent a hazard ("Prohibited Materials"). ACCESS reserves the right, but is not obligated, to inspect any Records and may refuse to accept and/or remove and redeliver to CLIENT any Prohibited Materials. CLIENT shall also not provide or store with ACCESS any memorabilia or collectibles, materials having historical value (such as fossils or historical manuscripts, journals or photographs), artwork, negotiable instruments, jewelry, currency or other items that have intrinsic market value. CLIENT shall reimburse ACCESS for any direct Costs arising from or relating to CLIENT's breach of this Paragraph 4A. B. CLIENT shall encrypt all electronic Records that include any personally identifiable information, nonpublic personal information, sensitive financial information, protected health information, or any other information where such other information is required by any state or Federal law to be encrypted either in transit or at rest or is otherwise subject to regulation governing its disclosure to third parties, before transmitting or otherwise delivering those Records to ACCESS. CLIENT shall use the most rigorous encryption methods reasonably available for the type of records being provided, but in no event less than required by applicable law or otherwise reasonable under prevailing National Institute of Standards and Technologies standards. All encrypted data must be in a format that is acceptable to ACCESS and is unusable, unreadable or indecipherable to unauthorized individuals. ACCESS will not verify whether such electronic Records are properly encrypted, and CLIENT shall reimburse ACCESS for any direct Costs arising from CLIENT's breach of this Paragraph 4B. C. ACCESS reserves the right to re -box or refuse any Records not received in a condition suitable for rack storage. D. ACCESS is not and shall not be deemed a contract or common carrier for any purpose. The pricing, valuation and liability provisions of this Agreement reflect that status, and shall apply to transportation services provided by ACCESS. E. CLIENT agrees that any failure or delay in ACCESS transporting Records or providing other Services within a reasonable period of time shall not constitute a breach of this Agreement or a conversion of goods, nor subject ACCESS to any liability, when such failure or delay results directly or indirectly from any act of God (earthquakes, floods, fires, etc.), communication or power system failures, labor disputes, unusual traffic delays or other reason beyond ACCESS' reasonable control. F. CLIENT acknowledges that each employee or other representative of CLIENT shall have full authority on behalf of CLIENT p3 Access Master Agreement: Records Storage and Management Services Revised 4.1.19 Page 2 of 7 ACCESS: CLIENT:+ DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 Access lnfbnnation Protected, to order or request any Services unless CLIENT otherwise requests, completes and returns to ACCESS an authorized representative list. Unless CLIENT instructs ACCESS otherwise in writing, CLIENT specifically authorizes ACCESS when performing deliveries to leave Records with any CLIENT representative, e.g. receptionist, who greets the ACCESS courier, even if CLIENT representative may not be an authorized representative. G. ACCESS shall have the right to refuse Services without liability when ACCESS is doubtful as to a requesting Party's authority, or when CLIENT's instructions are not complete to ACCESS' satisfaction. Any order for Services placed via ACCESS' web -based inventory program shall be deemed a valid order placed by an individual with authority to act on behalf of CLIENT. H. ACCESS may subcontract with any company that is, directly or indirectly, through one or more intermediaries, under the common control of any direct or indirect parent company of ACCESS (each, an "ACCESS Affiliate"), or any responsible third party, to perform all or part of the Services. ACCESS' use of contract employees shall not be deemed the use of a third party for purposes of this Paragraph. In the event a third party common carrier is used to transport CLIENT's materials, said carrier and not ACCESS shall be solely responsible for loss or damage to the materials while in the carrier's possession. I. Upon prior notification to CLIENT charges for hoisting, lowering and labor may be added to transportation costs if Records cannot be transported in the customary manner by elevator or stairs from a reasonably accessible location. J. Itemized lists or descriptions of contents of Records submitted to ACCESS or entered by CLIENT in ACCESS' inventory programs shall be considered for CLIENT'S recordkeeping and reference purposes only and shall not be considered proof that any documents referenced in such lists or descriptions are in fact included in the Records stored at ACCESS. K. Any changes to CLIENT's locations, Authorization List, and service schedules must be communicated in writing to ACCESS, and accepted by ACCESS in writing, in order to be effective. L. Any intellectual property or proprietary products used by ACCESS in connection with the Services are and shall remain the exclusive property of ACCESS or the third parties from whom ACCESS has secured the right to use such. CLIENT also acknowledges and agrees that it shall not control the manner, means or methods by which ACCESS performs any Services contained herein. 5. REPRESENTATIONS AND WARRANTIES CLIENT represents and warrants that: (A) it is the owner or legal custodian of all Records and has full authority without any restrictions, to store and make decisions regarding Services to said Records; (B) it has the right to authorize the destruction of the Records for which CLIENT requests such destruction; (C) unless CLIENT has informed ACCESS in writing otherwise, CLIENT is not a "Covered Entity" or "Business Associate" as defined in 45 CFR Part 160. At such time as CLIENT may become a Covered Entity or Business Associate (if ever), then in the absence of a separate agreement, the terms of the Business Associate Agreement (or Business Associate Subcontractor Agreement if applicable) found at www.accesscorp.com/baa/ shall be and are specifically incorporated herein by reference and are binding upon the Parties as if fully set forth herein; (D) unless CLIENT has informed ACCESS in writing otherwise, neither CLIENT nor its Records are subject to the EU General Data Protection Regulation ("GDPR"). At such time as CLIENT's Records become subject to GDPR (if ever), then in the absence of a separate agreement, the terms of the GDPR Data Processing Addendum found at www.accesscorp.com/gdpr_terms shall be and are specifically incorporated herein by reference and are binding upon the Parties as if fully set forth herein; and (E) none of its Records require protection from foreign persons because they contain technical information regarding defense articles and services within the meaning of ITAR/EAR, the International Traffic in Arms Regulations or technical data within the meaning of the Export Administration Regulations. If any Records do contain such information, CLIENT shall notify ACCESS of the specific Records that contain such information and acknowledges that special storage and service rates shall apply thereto. CLIENT shall reimburse ACCESS for any Costs arising from or relating to the breach of CLIENT's representations and warranties in this Paragraph 5. Except as expressly provided in this Agreement, ACCESS provides all Services AS IS, AS Available and With All Faults, and ACCESS expressly disclaims any and all representations and warranties, including any warranty of suitability, or fitness for a particular purpose, or arising out of a course of dealing. 6. RATES AND PAYMENT CLIENT agrees to pay to ACCESS charges for Services as set forth in the attached price schedules) (the "Price Schedule") and any applicable SOW(s), all of which are incorporated herein by reference. Time is of the essence for all payments. ACCESS may amend pricing and Services in the Price Schedule from time to time in its discretion thirty (30) days after notice of any change is sent to CLIENT, provided that Storage charges are fixed for the first 1 year(s) following the Agreement Effective Date. Notice under this Paragraph 6 may be sent by email, fax or first class mail to an employee or representative of CLIENT. Rates are calculated based upon cubic footage, taking into consideration displacement of space in the storage shelving, and do not reflect an exact measurement of all stored items, but rather an agreed measurement between ACCESS and CLIENT for billing purposes. Records stored for a partial calendar month will be billed and payable on the basis of a full month. Software subscription/license fees and storage charges are billed monthly in advance. Service charges are billed in arrears. Payment for all charges is due in full within Net 30 from the date of each ACCESS invoice. CLIENT must give written notice of any dispute with any charge in an invoice within thirty (30) days from the date of the invoice and must pay the undisputed portion of the invoice with its notice or it will have waived the right to dispute the charge. Any disputed amounts resolved in favor of CLIENT will be credited to CLIENT's account and amounts payable to ACCESS will be paid within fifteen (15) days of dispute resolution. Payments received may be applied to the oldest invoices due. Amounts not paid by CLIENT when due shall accrue interest at the lesser of 18% per annum, compounded monthly, or the maximum amount allowed by DS Access Master Agreement: Records Storage and Management Services Revised 4.1.19 Page 3 of 7 ACCESS: CLIENT: � S� DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF318B109 Access lntbnnation Protected, applicable law. CLIENT shall reimburse ACCESS upon invoice for all costs and fees, including reasonable attorneys' fees, incurred by ACCESS in collecting any amounts past due. For storage charges each month during the Term, CLIENT shall pay the greater of (A) the storage charges in the Price Schedule or (B) 80.00% of the highest monthly storage charge for the preceding twelve (12) months. 7. TERM This Agreement shall be for an initial term of 5 years from the Effective Date, and shall automatically renew or be extended for successive one (1) year terms unless written notice of an intent not to renew or extend is delivered by either Party to the other not less than sixty (60) days prior to the date of expiration of the then current term or as otherwise defined in an SOW or Schedule. "Term" shall mean the initial term as extended or renewed. Notwithstanding the foregoing, the tendering of any items for Services by CLIENT to ACCESS in the absence of a signed Agreement shall constitute acceptance by CLIENT of all of the terms and conditions hereof. Upon the expiration or other termination of this Agreement for any reason, Records will be delivered to CLIENT or made available for pick-up by CLIENT, as CLIENT may request, and, if applicable, all ACCESS Consoles at CLIENT's facility shall be removed by ACCESS at a removal fee of fifty dollars ($50.00) per Console. Any and all charges due to ACCESS under this Agreement, including but not limited to retrieval, permanent removal, dock access, delivery or destruction charges, must be paid in full in good funds prior to such delivery or removal of any Records. Notwithstanding any such expiration or other termination of this Agreement for any reason, (A) all terms of this Agreement, including charges for Storage Services, will continue to apply after such expiration or other termination until all Records are removed from ACCESS' facility and all of ACCESS' Consoles are removed from CLIENT's facility, (B) all limitations on liability provided herein shall survive, and (C) a Party's liability for breach, occurring prior to such expiration, termination, or later removal of Records and property, shall survive. 8. DEFAULT AND TERMINATION CLIENT may terminate this Agreement upon a material breach of this Agreement by ACCESS, provided CLIENT first gives ACCESS written notice specifying such material breach and ACCESS fails to cure such breach, to the extent possible, within thirty (30) days of delivery of such notice. If CLIENT fails to pay any amount due hereunder when due, or otherwise materially breaches this Agreement and fails to cure such other breach within thirty (30) days of notice of such other breach, ACCESS, at its option, may terminate this Agreement upon written notice and seek recovery of damages resulting from CLIENT's nonpayment or other breach, and exercise any or all of the following remedies without terminating this Agreement: (A) if any amounts owed by CLIENT are outstanding for forty-five (45) days or more past the invoice date, ACCESS may either (i) redeliver CLIENT's Records to CLIENT at its address herein (for which permanent removal, delivery, preparation of inventory reports, data extraction and other charges will apply pursuant to the Price Schedule), or (ii) refuse or suspend access to Services, Deliverables, and Records until all outstanding invoice(s) are paid in full. If Services are suspended, CLIENT will remain responsible for payment of all charges accruing during such suspension; (B) if CLIENT is in arrears in its payment obligations for a period of three (3) months or longer past any invoice date, ACCESS may destroy the Records at CLIENT's expense and without liability to CLIENT following ten (10) business days advance written notice of such destruction by certified mail addressed to CLIENT at the address herein, and/or (C) exercise such other rights and remedies as may be allowed at law or in equity as if specific remedies were not herein provided. In the event ACCESS takes any actions in accordance with this Paragraph it shall have no liability to CLIENT, and CLIENT shall reimburse Access for Costs arising from or relating to any actions taken by ACCESS in accordance with this Paragraph, including the disposal or destruction of any materials. All remedies provided in this Agreement are cumulative and may, at the election of ACCESS, be exercised alternatively, successively or in any other manner. ACCESS shall be entitled to its reasonable attorneys' fees, whether or not any litigation or other action is commenced, in the event of any breach by CLIENT of this Agreement. With respect to ACCESS' right to dispose of the Records under 8(B) above, CLIENT acknowledges that, because the Records have minimal or no value to a third party and Confidential Information (defined below) may be unlawfully exposed, the sale of the Records would not be reasonably possible, and the disposal of the Records is the only reasonable way for ACCESS to mitigate its damages. 9. CONFIDENTIALITY ACCESS acknowledges that it may store and have access to: (Al Records that may be of a confidential nature relating to CLIENT's property, business and affairs, and/or contain personal information of individuals that may be protected by law from unauthorized disclosure, or (B) other non-public and proprietary information of the CLIENT in connection with this Agreement. CLIENT acknowledges that it will have access to proprietary and confidential information of ACCESS whether or not such information is marked proprietary or confidential, including but not limited to pricing, contract terms and conditions (including this Agreement), audit reports or attestations, SOPs, financial information, vendor information and/or technical information and coding relating to ACCESS' software and inventory programs as well as its vendors. (The confidential and proprietary information of both Parties is hereinafter referred to as "Confidential Information"). Each Party shall exercise the same degree of care in safeguarding Confidential Information of the other Party that a careful and reasonable company would exercise with respect to similar records of its own. Without limiting the obligations of the Parties to safeguard Confidential Information, neither Party shall disclose Confidential Information to competitors, customers or potential customers of the other Party. The liability of ACCESS for any unauthorized disclosure of any Confidential Information shall be limited as set forth in Paragraph 10 hereof... Access to Confidential Information of a Party shall be restricted by the receiving Party to those individuals necessary to perform the Services hereunder or to properly utilize the Confidential Information for its intended purposes in connection with this Agreement. In the event that a Parry is under a legal obligation to disclose Confidential Information (or to disclose Records that may not constitute "Confidential Information" of CLIENT), that Party may do so without breach of this Agreement os Access Master Agreement: Records Storage and Management Services �� Revised 4.1.19 Page 4 of 7 ACCESS: CLIENT: �_ DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-A0BBF318B109 Access Inlin nation Protected, so long as, to the extent lawful and reasonably possible, the other Party is provided prior written notice. The Party legally required to disclose Confidential Information shall be reimbursed legal fees and costs for compliance with any such legal obligation. Confidential Information shall not include information that (i) is or may become publicly available without breach of this Agreement, (ii) was possessed by one Party prior to receipt from the other Party, or (iii) is or becomes lawfully available to a Party from a third party free of confidentiality obligations. 10. LIABILITY LIMITATIONS A. Declaration of Valuation. CLIENT declares the value of all Records to be (i) $1.00 per box, carton, linear foot of open shelf files or other hard copy storage unit (or gigabyte of electronic Records) or (ii) the actual replacement cost for the physical media with respect to tapes, cartridges, cassettes or other non -paper media, unless agreed to otherwise in a signed attachment to this Agreement. B. Stored Records and Electronic Media. ACCESS and ACCESS Affiliates shall not be liable for any loss or damage to Records, however caused, unless such loss ordamage results from a failure by ACCESS orACCESS Affiliates to exercise that care that a reasonably careful person would exercise under like circumstances, in which case ACCESS' or ACCESS Affiliates' liability, if any, for such loss or damage to Records shall not exceed the valuation in Paragraph 10A above. Without limiting the generality of the foregoing, ACCESS and ACCESS Affiliates are not liable or responsible for (i) loss or damage arising from Acts of God, casualty, gradual deterioration of Records or media, vermin, labor disturbances, any governmental act or other cause beyond its reasonable control, or (ii) the repair, replacement or restoration of lost or damaged images, data or other property. Records are not insured by ACCESS against loss, damage or destruction, however caused. CLIENT must insure all Records at its own expense. CLIENT shall cause such insurers of Records to waive any right of subrogation or any other method of recovery against ACCESS. C. Other Claims. ACCESS' and ACCESS Affiliates' maximum liability with respect to (i) the unauthorized disclosure of Confidential Information shall be six (6) charges paid by CLIENT for such Services immediately preceding the service from which the claim arose; (ii) any Storage or Destruction Services rendered hereunder is six (6) months of charges paid by CLIENT for such Services immediately preceding the service from which the claim arose. D. Certain Damages. ACCESS AND ACCESS AFFILIATES WILL NOT IN ANY EVENT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RELATED TO THIS AGREEMENT OR ARISING FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCESS TO OR USE OF OR THE INABILITY TO ACCESS OR USE THE SERVICES, UNDER ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE, EVEN IF ACCESS OR ACCESS AFFILIATES HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.. E. Other. ACCESS and ACCESS Affiliates shall not be liable for any loss or damage occasioned by any misunderstanding of any requests, orders or instructions received from any ostensible CLIENT employee or representative. ACCESS and ACCESS Affiliates will not be responsible for mis-deliveries made in good faith in reliance on orders given by any ostensible employees or representatives of CLIENT. With respect to obligations under this Agreement not otherwise addressed in this Paragraph 10, ACCESS' and ACCESS Affiliates' aggregate liability for any and all claims shall not exceed the amount paid to ACCESS by CLIENT for such Service (including but not limited to Services in connection with electronic conversion, software services and other Services added through addendum, if applicable) for the three (3) month period preceding the claim by CLIENT. F. The limitations of liability in this Paragraph 10 and otherwise in this Agreement shall apply irrespective of the cause of loss, damage, or destruction of Records or Services and CLIENT acknowledges that the amounts it is charged under this Agreement reflect that ACCESS is relying on such limitations of liability. In the event of any conflict between this Paragraph 10 and any other term or provision, whether contained herein or in any other agreement between the Parties (regardless of whether such other agreement is executed before or after this Agreement), this Paragraph 10 will control. 11. CLAIMS AND DISPUTE RESOLUTION A. A written claim by CLIENT for loss, damage or destruction of Records must be made not later than thirty (30) days after: (i) redelivery of Records to CLIENT, or (ii) CLIENT is notified by ACCESS of loss, damage or destruction of Records; or (iii) CLIENT otherwise has notice of such loss, damage or destruction, whichever is shorter. Such timely written claim is a condition precedent to recovery.. Notwithstanding the foregoing, no action, regardless of form, arising out of or in connection with this Agreement (other than an action by ACCESS for any amount due to ACCESS) may be brought more than one year after the cause of action has arisen, except as may otherwise be required by applicable law. ACCESS and CLIENT shall use reasonable efforts to resolve by negotiation any claim, controversy, or dispute arising out of or relating to this Agreement, or any interpretation or breach of this Agreement or performance under this Agreement, for a period of at least fifteen (15) days after such claim or other dispute arises. B. If ACCESS and CLIENT are unable to resolve any claim, controversy or dispute as provided in Paragraph 11A, then any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of its dispute resolution provisions, shall be determined by arbitration in a location mutually agreed to by the Parties, before a single arbitrator. The Parties agree: (i) to arbitrate solely on an individual basis, and (ii) that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Any arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. This clause shall not preclude the Parties from seeking provisional remedies in DS Access Master Agreement: Records Storage and Management Services Revised 4.1.19 Page 5 of 7 ACCESS: CLIENT: �I�S DocuSign Envelope ID: 3177D612-BEAR-42F3-A810-AOBBF318B109 /�\ccess Inti�rmation Protcctcd. aid of arbitration from a court of appropriate jurisdiction. 12. INDEMNIFICATION Intentionally Omitted 13. EXCLUSIVE PROVIDER Intentionally Omitted 14. PUBLICITY Neither Party shall cause the publication of any press release or other announcement with respect to this Agreement or the Parties' relationship without the prior written consent of the other Party, unless otherwise required by law. 15. INTEGRATED AGREEMENT This Agreement, along with the Price Schedules) and any signed addendums and statements of work hereto, constitutes the entire agreement of the Parties and supersedes and replaces any other agreement (oral or written), proposal or understanding as it relates to the Services. No term or condition on CLIENT's purchase order or any other instrument, agreement or understanding shall be binding upon ACCESS unless specifically agreed to by ACCESS in writing physically signed in ink by a representative of ACCESS. 16. MISCELLANEOUS All notices and claims under this Agreement, other than routine requests for Services and notices under Paragraph 6, shall be in writing and delivered either personally or by registered or by certified mail, postage prepaid, or by recognized overnight courier service to the address set forth below the signature on this Agreement or at such other place as either of the Parties may from time to time designate in writing in a notice given in accordance with this provision. Notice shall be effective on the date of actual personal service or the third business day after the postmark on the registered or certified mail, as the case may be, or on the date of delivery to such address if sent by recognized overnight courier service. This Agreement binds the heirs, executors, successors and assigns of the respective Parties, provided that this Agreement may not be assigned by CLIENT (other than to an affiliate which shall assume the obligations of its assignor by written instrument) without the written consent of ACCESS, which shall not be unreasonably withheld. ACCESS may assign this Agreement upon a sale, corporate merger, corporate re -organization or change of control of ACCESS or any affiliate thereof. Nothing in this Agreement, whether express or implied, is intended to create or confer any rights or remedies in favor of any Parties other than ACCESS and CLIENT and their respective successors and permitted assigns, nor shall any provision give any third party any rights or remedies against any Party to this Agreement. ACCESS may amend this Agreement by providing CLIENT with notice of any such amendment by email, fax or mail. or by posting an update of these terms to ACCESS' website. Any such change shall take effect 30 days following ACCESS' providing of that notice. CLIENT's continued receipt of Services following that date constitutes CLIENT's acceptance of such amended terms. Otherwise, no amendment to this Agreement may be made except in writing signed by an authorized officer of ACCESS and CLIENT. If any provision of this Agreement is determined to be illegal or otherwise unenforceable by a court of competent jurisdiction then, to that extent it shall be limited, or severed and deleted from this Agreement, and the remaining portions hereof shall survive, remain in full force and effect and shall be interpreted to give effect to the intention of the Parties. The failure of either Party to exercise any of its rights under this Agreement or to require the performance of any term or provision of this Agreement, or the waiver by either Party of a breach of this Agreement, shall not prevent a subsequent exercise or enforcement of such rights or be deemed a waiver of any subsequent breach of the same or any other term or provision of this Agreement. A waiver of any right under this Agreement shall be effective only if in writing and signed by the authorized officer of the Party against which such waiver is to be enforced. This Agreement may be executed in one or more counterparts, all of which together will constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more Parties, and an executed copy of this Agreement may be delivered by one or more Parties by facsimile or similar electronic transmission device pursuant to which the signature of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. This Agreement evidences transactions involving interstate commerce, and shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the principles of the conflicts of law, provided, The Parties hereby consent to the exclusive jurisdiction of the District Court of Weld County as the venue for any legal action arising out of or relating to this Agreement. Access Master Agreement: Records Storage and ManagementServices Revised 4.1.19 Page 6 of 7 /TK�l�Y.91 CLIENT: DocuSign Envelope ID: 3177D612-BEAR-42F3-A810-AOBBF318B109 /��ccess In('onni;tion Protected. Access Master Agreement: Records Storage and ManagementServices Revised 4.1.19 Page 7 of 7 ACCESS CLIENT: �� DocuSign Envelope ID: 3177D612-BEAA-42F3-A810-AOBBF31813109 Access Record Center Storage Record Center Services Transportation Services Additional Services Schedule A Town of Firestone Container storage - (per cu/ft) File Tracking Minimum Monthly Storage Initial Onboarding -Add New Container (per cufft) Add New Container (per cu/ft) Retrieve Container (per cu/ft) Retdeve Container - Destruction (per cu/ft) Retdeve Container- Permanent Removal (per cu/ft) Refile Container (per cunt) Add New File Retrieve File Retrieve File - Destruction Retdeve File - Permanent Removal R,file File Destruction - Certified Shred Container (per cu/ft) Destruction by Certified Shred - File (Boxed or Open Shelf) Permanent Removal Container (per cu/ft) Permanent Removal - Account Termination - Container Permanent Removal File Next Day Delivery /Pickup Transportation Handling -Container (per cu/ft) Transportation Handling - File Additional Stops (Multiple locations/recipients) Wait Time (Minimum 1/4 Hour) Same Day Delivery / Pickup Rush Delivery After Hours Emergency Delivery Container Level Data Entry Performed by Access Retrieve Container- Expedited (Priority Surcharge) File Folder Level Indexing / Data Entry Performed by Access Retrieve File - Expedited (Priority Surcharge) Inter -File Document File Not Found Cancelled Request (per item) Au diWiewing/FloorSpace Utilization Fee Dock Access - (per cu/ft) Dock Access - File Repacking of Damaged Container Labor (per hour) ' Storage charges are billed in advance, services billed in arrears. 'Retrievals are limited to 50 items per day or additional fees may apply. ' Fuel Surcharges appy to transportation activity and/or secure destruction services and will fluctuate depending on U.S. Department of Energy monthly statistics and industry scale. • My services not quoted will be charged at the standard rates which are available upon request. $0.3900 Per 30 Days $0.0200 $80.0000 Per Month $2.5000 $2.5000 $3.5000 $3.5000 $3.5000 $3.5000 $1.8000 $4.0000 $4.0000 $4.0000 $4.0000 $5.0000 Plus retrieval $2.5000 Plus retrieval $5.0000 Plus retrieval $10.0000 Plus retrieval $3.0000 Plus retrieval $30.0000 $2.4000 $1.0000 $5.0000 $10.0000 $43.0000 $90.0000 $170.0000 $0.7500 $4.0000 $0.8000 $4.0000 $5.0000 $4.0000 $6.0000 $50.0000 $2.2500 $1.6000 $6.5000 Plus cost of new container $50.0000 CLIENT: DocuSign Envelope ID: 3177D612-BEAA-42F3-A81O-AOBBF318B109 Record Center Materials Access Online Tools: FileBRIDGE Records+FileBRIDGE METRICS AccessNotifi Breach Response Services + Business Credential Monitoring provided by Vero Phone/Email Reference (Order Entry Fee) Minimum Work Order Charge Administration Charge (Summary) Administration Charge (Detailed by Department) Information Security Surcharge Access Storage Container (10x12x15) 1.2 Standard Box / 10 Boxes & Lids Bundle 2.4 Letter Transfile Box / 10 Boxes & Lids Bundle X-Ray Box Individual Box Legal Transfile Box 110 Boxes & Lids Bundle 1.2 Box Lid (No Box) / Individual Lid Only Drawing Bags / Individual Bag X-Ray / 20 Box Bundle Microfiche or Check / Individual Box Legal Transfile/ Individual Box & Lid $3.0000 $30.0000 $10.0000 $10.0000 $18.7500 $40.0000 $12.5000 $3.0000 $30.0000 $70.0000 $5.0000 $90.0000 $3.0000 $5.0000 5145.0000 $3.0000 $9.0000 'Storage charges are billed in advance, services billed in arrears. 'Retrievals are limited to 50 items per day or additional /ees mey apply. CLIENT: K�/! ' Fuel Sumharges appy to transportation activity and/orsecure destmdion services and will guctuate depending on U.S. Department of Energy T�V monthly statistics and industry scale. 'Mysennces not quoted wdl be charged at the standard rates which are available upon request.