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HomeMy WebLinkAboutStaff Report 2509-5156CITY OF PALO ALTO CITY COUNCIL Monday, December 08, 2025 Council Chambers & Hybrid 5:30 PM     Agenda Item     13.Approval of General Services Contract Number C26195709 with Corodata Records Management, Inc in an Amount Not to Exceed $120,000 for Off-Site Records Storage and Management Services for a Period of Five Years, CEQA Status- Not a Project. City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: December 8, 2025 Report #:2509-5156 TITLE Approval of General Services Contract Number C26195709 with Corodata Records Management, Inc in an Amount Not to Exceed $120,000 for Off-Site Records Storage and Management Services for a Period of Five Years, CEQA Status- Not a Project. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or designee to execute Contract No. C26195709 (Attachment A) with Corodata Records Management, Inc. to provide records management services for a term of five years and a total amount not-to-exceed $120,000. BACKGROUND The City Clerk’s Office manages a citywide records management contract that multiple departments use for records related services. Each department manages their own records and pays the associated costs for services. The City currently contracts with Corodata Records Management for services relating to records management, including: Storage of physical records at a secure off-site location Digital inventory tracking system Certified destruction of records The City contracted with its previous vendor from 1999 – 2022. In 2022, the City Clerk’s Office opted to explore other options due to poor customer satisfaction and high costs. The Clerk’s office completed an informal solicitation process for a new vendor. The department contacted five firms and received five bids. Corodata was selected because it is more cost effective than other firms and located in closer proximity. The City entered into Contract No. S23186033 with Corodata for a term of three years and an amount not-to-exceed $85,000. Contract No. S23186033 expires in December of 2025. ANALYSIS Staff is seeking a new contract with the same vendor. An exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360(b) was approved by the City Manager. At this time, continued use of Corodata’s services will result in the greatest operational and economic efficiencies as the City would avoid a lengthy and expensive physical move of records. The City has 4,171 boxes from 11 City departments stored off-site, which would take significant time to transport to a new vendor, during which time records would be inaccessible. The City would also have to pay costs associated with pulling and transporting records. It cost the City a total of $72,284 to close out and transition its accounts from the prior records management vendor to Corodata. The estimated cost of transitioning the City’s records out of Corodata is $37,589. The City will require offsite record storage for at least the next five years. Certain records must be maintained in hard copy. While the City will continue working towards digitizing other records in a centralized records repository, it is not feasible to digitize the entirety of the City’s records stored off-site at this time. It would take hundreds of hours for City staff to digitize in-house and City staff do not have the capacity or equipment to complete high-volume scanning. Staff previously contacted a professional scanning service, which provided an estimate of $1,088,422 to scan the City’s 4,171 boxes. With the current annual price of approximately $24,000, it would take 45 years for the physical records storage cost to equal the scanning cost. After the new 5-year contract term, the Clerk’s Office will reassess and compare prices to evaluate if it’s in the City’s best interest to remain with Corodata or transition to a new vendor. Funds for records management are included in departments’ Fiscal Year 2026 budgets. Council action on this item is not a project as defined by CEQA because approval of this contract is a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2). Attachment A: Corodata Records Management, Contract C26195709 : Mahealani Ah Yun, City Clerk City of Palo Alto General Services Agreement 1 Rev. April 9, 2025 CITY OF PALO ALTO CONTRACT NO. C26195709 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 10th day of November, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CORODATA RECORDS MANAGEMENT, INC., a California Corporation, located at 12375 Kerran Street, Poway, CA 92064, Telephone Number: (408) 428-1100 x116 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “C” – Schedule of Fees “D” - Insurance Requirements “E” - Protected and Confidential Data Classification “F” – Corodata Agreement for Services Limitations of Liability Section 5 CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from December 5, 2025 to December 31, 2030 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 2 Rev. April 9, 2025 The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of One Hundred Twenty Thousand dollars ($120,000). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of ZERO dollars ($0) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 3 Rev. April 9, 2025 increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to the department contact for each department subaccount as designated by the Project Manager. The Project Manager is: Christine Prior, Dept.: City Clerk’s Office, Telephone: (650) 329-2159. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 4 Rev. April 9, 2025 CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 5 Rev. April 9, 2025 expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 6 Rev. April 9, 2025 provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 7 Rev. April 9, 2025 that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 8 Rev. April 9, 2025 in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 9 Rev. April 9, 2025 This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 10 Rev. April 9, 2025 The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 11 Rev. April 9, 2025 CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee Officer 1 By: Name: Title: Officer 2 By: Name: Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B Kenneth Stender VP/GM Thom Morrison Director of Corporate Finance Administration City of Palo Alto General Services Agreement 12 Rev. April 9, 2025 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. The CONSULTANT shall provide records storage, retrieval, and disposal services under the general direction of the City as set forth in the Contract Documents. Unless otherwise specified herein, the CONSULTANT shall perform all work identified in this Agreement. The parties agree that the scope of services is a description of CONSULTANT obligations and responsibilities, and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONSULTANT impractical, illogical, or unconscionable. OFF-SITE RECORDS STORAGE AND MANAGEMENT SERVICES Records Management Services Facility – CONSULTANT is responsible for all the contents stored in any of its storage facilities. CONSULTANT’s storage facilities shall provide a level of protection consistent with industry standards. The storage facility or facilities must be properly shelved, fully secured, and equipped with motion, smoke and heat detectors/alarms to prevent loss from theft and fire. CONSULTANT must provide a written disaster and recovery plan for any catastrophic occurrences including but not limited to earthquake, flood, fire, etc. CONSULTANT is responsible for recovery from any catastrophic occurrences, including but not limited to fire, damage or theft, as well as any associated costs. CONSULTANT must carry the appropriate insurance and provide proof thereof. Storage facilities must be equipped with an intrusion alarm system that is monitored 24 hours per day, including weekends and holidays. At a minimum, CONSULTANT must have a digital inventory tracking system and client facing portal. This system must identify each stored box by department, cost center, description, and status (checked in/checked out). Essential data fields include: box number, bar code, box size, location, cost center, department, major description, status, and box history (dates of check out and check in). The inventory tracking process shall include appropriate logs and receipts for pick-up and delivery of the individual boxes for verification and audit purposes. Logs and receipts will be made available to the City upon request. The system must allow requests for pick-up, delivery, permanent removal, and destruction of boxes. At any time, the city will have the web access to the inventory Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 13 Rev. April 9, 2025 database to include at minimum the full list of containers and file level records housed by CONSULTANT, as listed above. Transportation and Pickup/Delivery CONSULTANT shall accept and respond to pickup and delivery requests from authorized City staff. CONSULTANT will deliver requested boxes and/or files during the City’s regular business hours. Retrieval orders placed before 3:00 p.m. will be delivered by the next business day. Pick-up of new or refile boxes and/or files will be accomplished within a schedule agreed upon by City and CONSULTANT. CONSULTANT shall combine delivery and pickup of boxes into one trip and shall meet the delivery required listed above. Additionally, CONSULTANT shall combine delivery requests from multiple City Departments together to reduce delivery charges and trips. Priority Rush Delivery – Allowances and schedules shall be made for orders for rush delivery (either Half-Day Rush or Same Business Day Rush). CONSULTANT must be able to deliver boxes to the City within 4 hours. This would include the time an order is received until delivered. Off-Site Storage Destruction Service CONSULTANT must have the ability to perform certified destruction of records stored at CONSULTANT’s facility. No records shall be destroyed without written approval from the administrator or authorized user of the City account with CONSULTANT. The certified destruction shall be performed by CONSULTANT in accordance with industry- accepted standards. CONSULTANT will provide a certificate of destruction to City for those records destroyed. The City may order destruction of their records at any time. The City can also assign destruction dates to records on our shelves. The City has the choice of postponing the destruction to a later date or “purge” their records, that is, order their destruction via shredding. File Level Service When the City requests a file to be delivered, a Corodata filer will affix a barcode and enter a description of its contents into the digital inventory. CONSULTANT will place the requested files in a secure pouch and deliver the files following the same process for containers. Scan-on-Demand Services The City can choose at any time to use Corodata Scan-on-Demand (“imaging”) services, which CONSULTANT will provide. This process includes conversion of Hard copy records into any of the common digital file formats, and can be put on most common media formats, such as CD, DVD, and flash and/or external drives provided by the City and indexed into the inventory system. Account and Invoicing CONSULTANT will provide a monthly invoice to the contact for each department subaccount, as designated by the Project Manager, showing a line item for the Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 14 Rev. April 9, 2025 department’s storage and activity costs. The invoice will include a detailed list of all transactions. The total monthly cost for each department will be billed to and paid by the department contact. Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 15 Rev. April 9, 2025 EXHIBIT C SCHEDULE OF FEES CHOOSE ONE OF THE FOLLOWING TYPES OF STANDARD COMPENSATION LANGUAGE AND MODIFY AS NECESSARY ALTERNATIVE 3. Compensation based upon fee schedule CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 16 Rev. April 9, 2025 INSERT DETAILED RATE SCHEDULE Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 17 Rev. April 9, 2025 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS AGGREGATE YES YES EMPLOYER’S LIABILITY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT YES : CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS I. INSURANCE COVERAGE MUST INCLUDE: A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 18 Rev. April 9, 2025 WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE EMAILED TO: PurchasingSupport@PaloAlto.Gov Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 19 Rev. April 9, 2025 EXHIBIT E Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 20 Rev. April 9, 2025 Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 21 Rev. April 9, 2025 Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 22 Rev. April 9, 2025 EXHIBIT F CORDODATA AGREEMENT FOR SERVICES LIMITATIONS OF LIABILITY SECION 5 ADDITIONAL LIMITATIONS ON CONTRACTOR’S LIABILITY Notwithstanding any provisions in the Agreement to the contrary, the following provisions shall apply to this Agreement and shall control in the event of any conflict with the provisions in the main body of the Agreement. 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 Material shall not exceed $2.00 per unit of billed storage as set 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 at an amount provided by Corodata for said excess valuation, in which case, Corodata’s liability 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 subject 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 learned 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 and/or municipal law, regulation or ordinance, and/or 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 loss or injury, however caused. CLIENT is advised to insure the Material with its own insurance carrier, 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 Material and Corodata location(s) in its own insurance policies at declared values. CLIENT shall cause its insurers to waive any right of subrogation against Corodata. Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B City of Palo Alto General Services Agreement 23 Rev. April 9, 2025 5.5 CLIENT understands and acknowledges that normal deterioration and aging of all Material 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 Corodata within a reasonable time and in no event longer than sixty (60) days after CLIENT has knowledge of the circumstances giving rise to these claims. 5.7 Corodata shall not be liable to CLIENT pursuant to this Agreement, unless (a) timely written notice of the 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 Corodata and Corodata Affiliates and CLIENT, regardless of whether any action is brought in tort, contract or otherwise. 5.9 Unless caused solely by the intentional misconduct of Corodata, CLIENT agrees to fully indemnify, defend and hold harmless Corodata, its officers, employees, subcontractors, agents and assigns for any liability, cost or expense, including reasonable attorney’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 it arising out of Corodata’s services or its relations with CLIENT or third parties pursuant to this Agreement. 5.10 CLIENT shall bear all costs associated with the investigation and response to a Data Disclosure Incident relating to Material. Data Disclosure Incident is defined as the actual or attempted, unauthorized access to, or use, disclosure, acquisition, modification, exfiltration, theft, loss, or destruction of Material. Docusign Envelope ID: A0B129E1-04A1-4766-A206-23A4FB04AD0B