Resolution No. 82922
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RESOLUTION NO. 8292
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN OFF -SITE STORAGE AND SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND AMERICAN VAULT-
DATAVAULT, INC.
WHEREAS, the City of Vernon is interested in obtaining off -
site storage services to house an electronic server, monitor and data
back-up tapes in case of a major disaster or emergency, thereby
ensuring the City's continued service to its citizens, residents and
businesses; and
WHEREAS, the City's Information Technology Division, in
conjunction with the Police Department, sought informal quotes for the
off -site storage services; and
WHEREAS, the City's Information Technology Division and
Police Department have determined that American Vault-Datavault, Inc.
is the only vendor that can provide the necessary off -site storage
services meeting the Departments' needs and requirements; and
WHEREAS, on September 23, 2003, the Finance Committee of the
City of Vernon considered the recommendation of Bruce V. Malkenhorst,
Finance Director, dated September 18, 2003, that an agreement with
AmericanVault-Datavault, Inc. for off -site storage services be
approved; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with American Vault-Datavault, Inc.
for the off -site storage services to protect information necessary for
the continued operation of the City in the event of a disaster or
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emergency.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Off -Site Storage and Services Quote/Agreement with
American Vault-Datavault, Inc., a copy of which is attached hereto as
Exhibit "A" and made a part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Contract to:
American Vault-Datavault, Inc.
Attn. Gary Swaigen, Area Manager
12515 Sherman Way
North Hollywood, CA 91605
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this lst day of October, 2003.
C. MA BURG, Aayor
ATTEST:
IBRUCE V. MALKENHORST, City Clerk
- 2 -
1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8292, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday, October 1,
8 2003, and thereafter was duly signed by the Mayor of the City of
9 Vernon.
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BRUCE V. MALKENHORST, City Clerk
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13 (SEAL)
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EXHIBIT
DATAVAULT
AMERICAN VAULT-DATAVAULT, INC.
12515 Sherman Way
North Hollywood, CA 91605
Phone (818) 503-2992 Fax (818) 503-4825
E-Mail: sales@Americandatavault.com
Website: Americandatavault.com
Client: CITY OF VERNON
4305 SANTA FE AVENUE
CITY OF VERNON, CA 90058
Contact: JOHN SALOMON, IT MANAGER
Phone: 323-583-8811
Storage
Courier
Cases
Handling
Administration
OFF -SITE STORAGE AND SERVICES
QUOTE / AGREEMENT
Deliver To:
P.O. #:
Description
Quantity
Monthly
Rate Each
Totals
WEEKLY BACK-UP ROTATIONAL CASES
2
(1 WEEK RETENTION)
MONTHLY BACK-UP ROTATIONAL CASES
2
(1 MONTH RETENTION)
ARCHIVAL CASE
1
WEEKLY COURIER SERVICE@$27.00 PER TRIP CYCLE
4.33
$116.91
TRIPS
MINIMUM CASE AND STORAGE FEE
$75.00
(INCLUDES UP TO 8 CASES AS NEEDED.)
STORE CLIENTS SERVER AND MONITOR IN
$75.00
DATAVAULTS MEDIA VAULT (NO CHARGE FOR PICK-UP)
NO HANDLING OR LIBRARIAN CHARGES
N/C
ADMINISTRATION / TAPE MANAGEMENT FEE
$35.00
Duration:
Start Date:
One Year
October 8, 2003
Total Estimated Monthly Fee L $301.91
(all payments are due in advance of service)
NOTE: SPECIAL DELIVERIES WILL BE MADE WITHIN 2 HOURS OR LESS OR NO CHARGE.
Non-scheduled courier service during normal business hours 8:00 a.m. to 4:00 p.m. Monday through Friday: $55.00 Emergency
access after normal business hours & holidays: $90.00
The terms and conditions attached to this Quote/Agreement are an integral part of the agreement to provide services by the
Depository and, by signing this Quote/Agreement, the Client agrees to be bound by the terms and conditions.
By: =AME V T- ATAVAULT, INC. Client: CITY OF VERNON (SEE ATTACHED SIGNATURE PAGE)
r
Signed: AJ C A Si
Title: Gary S igen, rea Manager Accepted By:
Date: SEPTEMBER 2, 2003 Date:
00
THE CITY OF VERNON
BY:
LEONIS C. MALBURG, Mayor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
EDUARDO OLIVO, City Attorney
TERMS AND CONDI�VIONS
Property Storage
This agreement shall have full force and effec
ms and/or conditions contained
over any client purchase order or document that
may conflict with the terontained herein.
1. TERM. The initial term of this Agreement is set forth on the lacing page of this Quote/
Agreement following the caption -Duration-- The Agreement may only be terminated during its
term by payment of damages calculated under the provisions of paragraph 12. The term of this
Agreement shall be renewed automatically for twelve months at the end of any period unless
terminated by a notice in writing sent by certified mail from one party to the other at least 90 days
prior to the expiration of the period. Upon such termination, there is a one-time exit fee of .50
cents per tape, and one dollar per container.
2. ACCESS AND AUTHORITY OF AUTHORIZED REPRESENTATIVES. The Client and/or Autho-
rized Representatives shall have access to the premises of the Depository during regular business
hours. The authority of any person to have access shall be deemed to be authority to order any and
all services for the Client's account Of to make any disposition of the property in storage. This account
is subject to the instructions of an Authorized Representatives until their authority is revoked by written
notice to the Depository. The Client agrees that each and every time access to the premises of the
Depository is had, that the Client or the Authorized Representative having such access will sign such
papers or statements as may be required by the Depository to evidence the fact- date, and time of said
access. The Client agrees to immediately notify the Depository in writing of any change in the Client's
and/or Authorized Representative's addresses.
3. CLIENT'S DECLARATION OF VALUE. The Client hererby understands and agrees that,
for the purpose of this Agreement, and irrespective of actual or known value, the Depository is
a bailee for hire only as to property entrusted to its care, and assumes no responsibility for loss
or damage to said property in excess of the following declared valuations or Data Vault's
wholesale cost, whichever is lower:
(a) Business Records - $1.00 per container
(b) Film. audio or video tape - S.004 per linear foot
(c) Microfilm - S.0004per linear foot
(d) Microfiche - SI.00 per linear foot
(e) Computer tapes - $.0004 per linear foot
(f) X-Ray-.51.00 per container
(g) Disc Pack - S2.00 per megabyte
(h) Data cartridges (3M-type) - SO0.75 per megabyte
n .Diskettes - 3-1/2' - $1.00 each, 5-1/4" = S2.00 each, 8" = $3.00 each
0) Optical Discs - $.25 per megabyte
THE CLIENT IS RESPONSIBLE FOR ITEMS DEPOSITED WITH THE DEPOSITORY AND
CLIENT MUST MAINTAIN INSURANCE TO PROTECT CLIENT FROM LOSS, EXCEPT AS SET
FORTH ABOVE. THE CLIENT HAS BEEN INFORMED THAT THE DEPOSITORY'S INSURANCE
COVERAGE SPECIFICALLY, EXCLUDES COVERAGE FOR PROPERTY OF OTHERS HELD BY
DEPOSITORY AS BAILEE.
4. DEPOSITORY. The right of the storage provided by the Depository and accepted by the
Client is upon the express understanding and agreement that the Depository may terminate
such storage and service at any time. upon the repayment or tender of repayment of the pro-
rata portion for the unexpired time of the amount paid for stotage and services. Depository shall
offset any amounts due from client. Client shall immediately pay the amount, if any, owed
Depository under the terms of this Agreement. The Depository may refuse storage and services
to the Client until all charges connected with the Agreement have been paid, and the Depository
shall not be liable for any loss occasioned by such refusal
5. DEPOSITORY'S LIEN and REMEDIES.
A Liens, The Depository shall have a lien upon any and all property deposited with it by the Client,
or on the proceeds thereof in its hands, for all lawful charges, including charges for storage and for other
charges and expense in relation to such property, or any part thereof, and for the reasonable charges
and expenses of notice and advertisement of sale and for the sale Of the property.
B. Remedieg. Client understands and agrees that in the event that the account for storage and/
or services is not paid when due, the Depository may assert its right as a warehouseman under the
provisions of the California Uniform Commercial Code. Accordingly, the Depository may, after giving
notice to the Client, dispose of the property through public or private sale, or if in the estimation of the
Depository the monetary value of the property will not defray the costs of sale, the Depository may
dispose of the same by the destruction of the property or by the application for statutory abandonment
at the discretion of the Depostitory.
6. CLIENT LOSSES.
A. Notice'of Loss. Written notice of losses or shortages must be given to Depository immediately
upon discovery by the Client, such notice to be completed prior to Client or Client's Representative
leaving Depository's premises upon discovery of any such loss or shortage. Claims for such losses will
not otherwise be honored.
B. Delayed Notice. Claims for losses which are not apparent upon receipt of Client's property must
be reported to Depository in writing within five (5) days of the receipt by Client of such items.
C. No Off -Set. No claim will be entertained until all outstanding amounts owed by the Client have
been paid. The amount of the claim may not be deducted from any amount owed the Depository.
7. CLIENT WARRANTIES. The Client warrants and represents to the Depository that: (a) it"s the
owner or legal custodian of, and has the lawful right to possession of. any property which it shall deliver
to the Depository; (b) it will not deliver any dangerous, toxic, explosive or flammable products or
Property; (c) it will not deliver articles or property or products for storage that violate the private, civil
or property rights, or the right of privacy, or any other rights, of any person; and (d) there are no known
third parties that own or may claim any right or interest in or to any properly deposited for storage with
the Depositoryby Client.
8. NO WARRANTY BY DEPOSITORY. Other than the obligations of the Depository expressly set
forth in this Agreement. the Depository disclaims all warranties, expressed or implied, including but not
limited to implied warranties of merchantability, condition or fitness for a particular purpose.
9. NOWLIABILITY AND INDEMNIFICATION OF DEPOSITORY.
A. Non -Liability of Depository. The Depository is not liable for loss or damage (i) not caused by its
own negligence, or (i) caused by the act, default or omission of the Client and/or its Authorized
Representatives, or (ii) caused by any party who claims an interest in the stored property, or (iv) caused
by or resulting from the storage of perishable items or article of personal property which are adversely
affected by conditions of enviroment (.e., humidity, temperature, etc.). The Depository shall not be
responsible for any mechanical or electrical malfunction which damages any stored property. In
addition, the Depository shall not be liable for acts or God. public enemies. public authorities acting
with actual or apparent authority, acts of law, acts of quarantine officials, riots, strikes, or other local
disputes. civil commotions, hazards incident to a state of war, weather conditions, earthquakes, power
failures, or act or omission of any person other than the Depository, including compliance with special
instructions not duly registered by the Client in writing, and shalt not be liable or responsible for said
stored property where the loss of the property is due to any of the above described conditions, 0,
through negligence on the part of the Client and/or its Authorized Representatives.
THE DEPOSITORY SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES FROM NEGLI.
GENT DELAY OR PROXIMATELY CAUSED BY THE PHYSICAL LOSS OR DAMAGE TO ANY
PROPERTY, UNLESS SPECIFICALLY SET FORTH IN WRITING STATING THE NATURE AND EXTENT
OF THE CONSEQUENTIAL DAMAGES THAT MAY BE INCURRED IN THE EVENT OF NEGLIGENCE,
DELAY, OR PHYSICAL LOSS OR DAMAGE TO THE STORED PROPERTY AND UNLESS THE
DEPOSITORY ACKNOWLEDGES TO THE CLIENT IN WRITING THAT IT AGREES TO BE LIABLE FOR
SUCH CONSEQUENTIAL DAMAGES.
THE CLIENT UNDERSTANDS AND AGREES THAT THE DEPOSITORY SHALL ONLY BE
LIABLE FOR FAILURE TO USE ORDINARY CARE (CALIFORNIA CIVIL CODE 1852) AND THEN
ONLY UPON THE BASIS OF THE AGREED VALUE OF THE STORED PROPERTYAS SET FORTH
IN THIS AGREEMENT. THE CLIENT SHALL ARRANGE FOR ITS OWN INSURANCE THROUGH
OUTSIDE SOURCES IF VALUATION PROTECTION IS REQUIRED IN EXCESS OF DEPOSITORY'S
COMMITMENT HEREUNDER.
B. Indemnification of Depository. Depository shall not be liable for injury or damage to the Client
or any other person for or on account of any injury or damage to persons or property occasioned in or
about the premises of the Depository or the surrounding area. Client indemnifies Depository against
and agrees to defend and hold Depository harmless for any loss, damage, claim of damage, liability,
or expense arising out of or resulting from any damage or injury to any person or the property of any
person, arising from the access to and/or storage of property by Client or by any other person licensed
or invited by Client. Said indemnification shall include, without limitation, cost Of litigation and
reasonable attorney's fees incurred in investigating, resisting or compromising any claim asserted with
respect to the forgoing. The Client agrees to defend and hold the Depository harmless from any loss
or damage resulting from any unauthorized release of the stored property where the unauthorized
release was not the result of the Depository's negligence. In any event, the Depository's liability shall
be limited to the maximum amount provided in this Agreement. The Client agrees that delivery to a
public messenger service selected by the Client and agreed to by the Depository shall constitute
delivery to the Client.
10. IMPAIRMENT OF USE OF PREMISES. In the event of destruction of the building of
Depository or damage thereto by fire or any other casualty, Depository may, at its option, elect
to terminate this Agreement as of the date of such happening. In no event shall Client be entitled
to compensation from Depository on account of any loss, damage, annoyance or inconvenience
on account of such destruction or damage or the repair thereof or such termination. The
Depository shall not be liable for any loss occasioned by failure of vault doors or locks to
operate, regardlessof the cause thereof, or whenever access to its vaults is prevented by
reasons beyond its control. Property delivered by the Client to the Depository for storage under
the Agreement shall be subject to the terms and conditions hereof.
11. LIABILITY OF THE DEPOSITORY. The Depository shall not be liable for any representation,
understanding, or agreement unless in writing and specifically incorporated into this Agreement.
12. DAMAGES FOR CLIENT BREACH OF AGREEMENT. If Client breaches this Agreementby
premature termination or by failing to make the scheduled payments. the resulting damages to
Depositorywould be impracticable or extremely difficult to determine, because Depository's direct and
indirect expenses or operations would not be materially reduced, and the resulting inconvenience to
Depository in rescheduling and rerouting could actually increase such expenses, at least over the short
term. Because of this difficulty in determining the damages resulting from Client's breach, the parties
agree that, in the event of such a breach. Client must pay a sum calculated as the fun contract charges
for one hundred eighty (180) days. or for the remaining term of the Agreement. whichever is lesser, as
reasonable damages to the Depository under the circumstances.
13. PICK-UPS AND DELIVERIES.
A. Unscheduled Services. Regular charges for courier service are based upon pick-ups and
deliveries being made only at the scheduled times. If. for any reason. Client's materials are not readily
available for pick-up by courier upon his scheduled arrival, or the Client is not able to accept delivery
of such materials at such time. no regularly scheduled pick-up or delivery will be made that day. Any
other pick-up or delivery service requested by Client for any such day shall be at the special rates set
forth in the Agreement.
B. Holidays. IN THE EVENT A PICK-UP OR DELIVERY IS CANCELED BECAUSE OF A HOLIDAY,
THE NEXT PICK-UP OR DELIVERY WILL BE MADE AT THE NEXT REGULARLY SCHEDULED PICK-
UP OR DELIVERY DATE. ANY OTHER PICK-UP OR DELIVERY DATE REQUESTED SHALL BE
INVOICED AT THE SPECIAL RATES SET FORTH IN THIS AGREEMENT.
14. RETURNED CHECKS. In addition to the Depository's statutory remedies. there will be fifteen
dollar (Sl5.00) service charge assessed for all returned checks.
15. INTEREST. Interest on past due amounts will accrue at the lawful rate as set forth in statutes
for the State of California, and will begin to accrue when an account becomes 7 days or more past due
16. ASSIGNMENT. Client shall not assign his interest under this Agreement in whole in pan, except
with the prior written consent of Depository.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
relating to the subject matter contained herein. -
18. GOVERNING LAW. This Agreement shall be governed by. and construed in accordance with.
the laws of the State of California. If any legal action is deemed necessary to enforce the terms and
conditions of this Agreement. Depository and Client agree that the County of Los Angeles. State 01
California shall be the sole venue and jurisdiction for the bringing of such action.
19. SECTION HEADINGS. The various section headings are inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.
20. SEVERABILITY. If any term, provision, covenant, or condition of this Agreement is held ty a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected. impaired or invalidated.
21. COSTS AND ATTORNEYS FEES. If any action is brought by Depository or Client under Ih4
Agreement by reason of any claim or cause of action a: icing out of or in connection with any breach c,
nonperformance of the provisions of this Agreement. then any party which is successful upon any final
determination of any such claim or cause of action shall be entitled to reasonable preparation, invesligal,cn
and court costs, and reasonable attorney's lees, as fixed by a court of competent jurisdiction.
SUPPORTING
DOCUMENTS
. DATAVAULT
)"MMCAN VAULT-DATAVAULT, INC.
12515 Sherman Way
North Hollywood, CA 91605
Phone (818) 503-2992 Fax (818) 503-4825
E-Mail: sales@Americandatavault.com
Website: Americandatavautt.com
Client: CITY OF VERNON
4305 SANTA FE AVENUE
CITY OF VERNON, CA 90058
Contact: JOHN SALOMON, IT MANAGER
Phone: 323-583-8811
Storage
Courier
Cases
Handling
Administration
OFF -SITE STORAGE AND SERVICES
QUOTE / AGREEMENT
Deliver To:
P.O. #:
Description
Quantity
Monthly
Rate Each
Totals
WEEKLY BACK-UP ROTATIONAL CASES
2
(1 WEEK RETENTION)
MONTHLY BACK-UP ROTATIONAL CASES
2
(1 MONTH RETENTION)
ARCHIVAL CASE
1
WEEKLY COURIER SERVICE@$27.00 PER TRIP CYCLE
4.33
$116.91
MINIMUM CASE AND STORAGE FEE
TRIPS
$75.00
(INCLUDES UP TO 8 CASES AS NEEDED.)
STORE CLIENTS SERVER AND MONITOR IN
$75.00
DATAVAULTS MEDIA VAULT (NO CHARGE FOR PICK-UP)
NO HANDLING OR LIBRARIAN CHARGES
N/C
ADMINISTRATION / TAPE MANAGEMENT FEE
$35.00
Duration: One Year
Start Date: ..• ewsi �.�.
Total Estimated Monthly Fee 1 $301.91
(all payments are due in advance of service)
NOTE: SPECIAL DELIVERIES WILL BE MADE WITHIN 2 HOURS OR LESS OR NO CHARGE.
Non-scheduled courier service during normal business hours 8:00 a.m. to 4:00 p.m. Monday through Friday: $55.00 Emergency
access after normal business hours & holidays: $9o.00
The terms and conditions attached to this Quote/Agreement are an integral part of the agreement to provide services by the
Depository and, by signing this Quote/Agreement, the Client agrees to be bound by the terms and conditions.
By: AMER CAN=VT-AVAULT, INC.
Signed: C a
Title: Gary SvAigen, Area Manager
Date: SEPTEMBER 2, 2003
Client: CITY OF VERNON
Signature:
Accepted By:
Date:
TERMS AND CONDITIONS
Property Storage
This agreement shall have full force and effect over any client purchase order or document that
may conflict with the terms and/or conditions contained herein.
1. TERM. The initial term of this Agreement is set forth on the facing page of this Ouote/
Agreemert following the caption "Duration". The Agreement may only be terminated during its
term by payment of damages calculated under the provisions of paragraph 12. The term of this
Agreement shall be renewed automatically for twelve months at the end of any period unless
terminated by a notice in writing sent by certified mail from one party to the other at least 90 days
prior to the expiration of the period. Upon such termination, there is a one-time exit fee of .50
cents per tape, and one dollar per container.
2. ACCESS AND AUTHORITY OF AUTHORIZED REPRESENTATIVES. The Client and/or Autho-
rized Representatives shall have access to the premises of the Depository during regular business
hours. The authority of any person to have access shall be deemed to be authority to order any and
all services for the Client's account or to make any disposition of the property in storage. This account
is subject to the instructions of all Authorized Representatives until their authority is revoked by written
notice to the Depository. The Client agrees that each and every time access to the premises of the
Depository is had, that the Client or the Authorized Representative having such access will sign such
papers or statements as may be required by the Depository to evidence the fact, date, and time of said
access. The Client agrees to immediately notify the Depository in writing of any change in the Client's
and/or Authorized Representative's addresses.
3. CLIENT'S DECLARATION OF VALUE. The Client hererby understands and agrees that.
for the purpose of this Agreement, and irrespective of actual or known value, the Depository is
a bailee for hire only as to property entrusted to its care, and assumes no responsibility for loss
or damage to said property in excess of the following declared valuations or Data Vault's
wholesale cost, whichever is lower:
(a) Business Records - $1.00 per container
(b) Film, audio or video tape - $.004 per linear foot
(c) Microfilm - $.0004per linear foot
(d) Microfiche - $1.00 per linear foot
(e) Computer tapes - $.0004 per linear foot
(1) X-Ray -11.00 per container
(g) Disc Pack - $2.00 per megabyte
(h) Data cartridges (3M-type) - $00.75 per megabyte
(i) ,Diskettes - 3-1/2" = $1.00 each, 5-1/4" = $2.00 each, 8" _ S3.00 each
(jl Optical Discs - $.25 per megabyte
THE CLIENT IS RESPONSIBLE FOR ITEMS DEPOSITED WITH THE DEPOSITORY AND
CLIENT MUST MAINTAIN INSURANCE TO PROTECT CLIENT FROM LOSS, EXCEPT AS SET
FORTH ABOVE. THE CLIENT HAS BEEN INFORMED THAT THE DEPOSITORY'S INSURANCE
COVERAGE SPECIFICALLY. EXCLUDES COVERAGE FOR PROPERTY OF OTHERS HELD BY
DEPOSITORY AS BAILEE.
4. DEPOSITORY. The right of the storage provided by the Depository and accepted by the
Client is upon the express understanding and agreement that the Depository may terminate
such storage and service at any time, upon the repayment or tender of repayment of the pro-
rate portion for the unexpired time of the amount paid for stotage and services. Depository shall
offset any amounts due from client. Client shall immediately pay the amount, if any, owed
Depository under the terms of this Agreement. The Depository may refuse storage and services
to the Client until all charges connected with the Agreement have been paid, and the Depository
shall not be liable for any loss occasioned by such refusal.
5. DEPOSITORY'S LIEN and REMEDIES.
A. Liens. The Depository shall have a lien upon any and all property deposited with it by the Client,
or on the proceeds thereof in its hands, for all lawful charges, including charges for storage and for other
charges and expense in relation to such property, or any part thereof, and for the reasonable charges
and expenses of notice and advertisement of sale and for the sale of the property.
B. Remedie$. Client understands and agrees that in the event that the account for storage and/
or services is not paid when due, the Depository may assert its right as a warehouseman under the
provisions of the California Uniform Commercial Code. Accordingly, the Depository may, after giving
notice to the Client, dispose of the property through public or private sale, or if in the estimation of the
Depository the monetary value of the property will not defray the costs of sale, the Depository may
dispose of the same by the destruction of the property or by the application for statutory abandonment
at the discretion of the Depostttory.
6. CLIENT LOSSES.
A. Notice'of Loss. Written notice of losses or shortages must be given to Depository immediately
upon discovery by the Client, such notice to be completed prior to Client or Client's Representative
leaving Depository's premises upon discoveryof any such loss or shortage. Claims for such losses will
not otherwise be honored.
B. Delayed Notice. Claims for losses which are not apparent upon receipt of Client's property must
be reported to Depository in writing within five (5) days of the receipt by Client of such items.
C. No Off -Set. No claim will be entertained until all outstanding amounts owed by the Client have
been paid. The amount of the claim may not be deducted from any amount owed the Depository.
7. CLIENT WARRANTIES. The Client warrants and represents to the Depository that: (a) it's the
owner or legal custodian of and has the lawful right to possession of, any property which it shall deliver
to the Depository; (b) it will not deliver any dangerous, toxic, explosive or flammable products or
property; (c) it will not deliver articles or property or products for storage that violate the private, civil
or property rights, or the right of privacy, or any other rights, of any person; and (d) there are no known
third parties that own or may claim any right or interest in or to any property deposited for storage with
the Depository by Client.
8. NO WARRANTY BY DEPOSITORY. Other than the obligations of the Depository expressly set
forth in this Agreement, the Depository disclaims all warranties, expressed or implied, including but not
limited to implied warranties of merchantability, condition or fitness for a particular purpose.
9. NON -LIABILITY AND INDEMNIFICATION OF DEPOSITORY.
A. Non -Liability of Depository. The Depository is. not liable for loss or damage () not caused by its
own negligence, or (i) caused by the act, default or omission of the Client and/or its Authorized
Representatives, or (iii) caused by any party who claims an interest in the stored property, or (iv) caused
by or resulting from the storage of perishable items or article of personal property which are adversely
affected by conditions of enviroment (i.e., humidity, temperature, etc.). The Depository shall not be
responsible for any mechanical or electrical malfunction which damages any stored property. In
addition, the Depository shall not be liable for acts of God, public enemies, public authorities acting
with actual or apparent authority, acts of law, acts of quarantine officials, riots, strikes, or other local
disputes, civil commolions, hazards incident to a state of war, weather conditions, earthquakes, power
failures, or act or omission of any person other than the Depository, including compliance with special
instructions not duly registered by the Client in writing, and shall not be liable or responsible for said
stored property where the loss of the property is due"to any of the above described conditions, or
through negligence on the part of the Client and/or its Authorized Representatives.
THE DEPOSITORY SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES FROM NEGLI-
GENT DELAY OR PROXIMATELY CAUSED BY THE PHYSICAL LOSS OR DAMAGE TO ANY
PROPERTY, UNLESS SPECIFICALLY SET FORTH IN WRITING STATING THE NATURE AND EXTENT
OF THE CONSEQUENTIAL DAMAGES THAT MAY BE INCURRED IN THE EVENT OF NEGLIGENCE,
DELAY, OR PHYSICAL LOSS OR DAMAGE TO THE STORED PROPERTY AND UNLESS THE
DEPOSITORY ACKNOWLEDGES TO THE CLIENT IN WRITING THAT IT AGREES TO BE LIABLE FOR
SUCH CONSEQUENTIAL DAMAGES.
THE CLIENT UNDERSTANDS AND AGREES THAT THE DEPOSITORY SHALL ONLY BE
LIABLE FOR FAILURE TO USE ORDINARY CARE (CALIFORNIA CIVIL CODE 1852) AND THEN
ONLY UPON THE BASIS OF THE AGREED VALUE OF THE STORED PROPERTY AS SET FORTH
IN THIS AGREEMENT. THE CLIENT SHALL ARRANGE FOR ITS OWN INSURANCE THROUGH
OUTSIDE SOURCES IF VALUATION PROTECTION IS REQUIRED IN EXCESS OF DEPOSITORY'S
COMMITMENT HEREUNDER.
B. Indemnification of Depository. Depository shall not be liable for injury or damage to the Client
or any other person for or on account of any injury or damage to persons or property occasioned in or
about the premises of the Depository or the surrounding area. Client indemnifies Depository against
and agrees to defend and hold Depository harmless for any loss, damage, claim of damage, liability,
or expense arising out of or resulting from any damage or injury to any person or the property of any
person, arising from the access to and/or storage of property by Client or by any other person licensed
or invited by Client. Said indemnification shall include, without limitation, cost of litigation and
reasonable attorney's fees incurred in investigating, resisting or compromising any claim asserted with
respect to the forgoing. The Client agrees to defend and hold the Depository harmless from any loss
or damage resulting from any unauthorized release of the stored property where the unauthorized
release was not the result of the Depository's negligence. In any event, the Depository's liability shall
be limited to the maximum amount provided in this Agreement. The Client agrees that delivery to a
public messenger service selected by the Client and agreed to by the Depository shall constitute
delivery to the Client.
10. IMPAIRMENT OF USE OF PREMISES. In the event of destruction of the building of
Depository or damage thereto by fire or any other casualty, Depository may, at its option, elect
to terminate this Agreement as of the date of such happening. in no event shall Client be entitled
to compensation from Depository on account of any loss, damage, annoyance or inconvenience
on account of such destruction or damage or the repair thereof or such termination. The
Depository shall not be liable for any loss occasioned by failure of vault doors or locks to
operate, regardless of the cause thereof, or whenever access to its vaults is prevented by
reasons beyond its control. Property delivered by the Client to the Depository for storage under
the Agreement shall be subject to the terms and conditions hereof.
11. UABILITY OF THE DEPOSITORY. The Depository shall not be liable for any representation,
understanding, or agreement unless in writing and specifically incorporated into this Agreement.
12. DAMAGES FOR CLIENT BREACH OF AGREEMENT. If Client breaches this Agreement by
premature termination or by failing to make the scheduled payments, the resulting damages to
Depository would be impracticable orextremely difficult to determine, because Depository's direct and
indirect expenses or operations would not be materially reduced, and the resulting inconvenience to
Depository in rescheduling and rerouting could actually increase such expenses, at least over the short
term. Because of this difficulty in determining the damages resulting from Client's breach, the parties
agree that, in the event of such a breach. Client must pay a sum calculated as the full contract charges
for one hundred eighty (180) days, or for the remaining term of the Agreement, whichever is lesser, as
reasonable damages to the Depository under the circumstances.
13. PICK-UPS AND DELIVERIES.
A. Unscheduled Services. Regular charges for courier service are based upon pick-ups and
deliveries being made only at the scheduled times. if, for any reason, Client's materials are not readily
available for pick-up by courier upon his scheduled arrival, or the Client is not able to accept delivery
of such materials at such time, no regularly scheduled pick-up or delivery will be made that day. Any
other pick-up or delivery service requested by Client for any such day shall be at the special rates set
forth in the Agreement.
B. Holidays. IN THE EVENT A PICK-UP OR DELIVERY IS CANCELED BECAUSE OF A HOLIDAY,
THE NEXT PICK-UP OR DELIVERY WILL BE MADE AT THE NEXT REGULARLY SCHEDULED PICK-
UP OR DELIVERY DATE. ANY OTHER PICK-UP OR DELIVERY DATE REQUESTED SHALL BE
INVOICED AT THE SPECIAL RATES SET FORTH IN THIS AGREEMENT.
14. RETURNED CHECKS. In addition to the Depository's statutory remedies, there will be fifteen
dollar (S15.00) service charge assessed for all returned checks.
15. INTEREST. Interest on past due amounts will accrue at the lawful rate as set forth in statutes
for the State of California, and will begin to accrue when an account becomes 7 days or more past due.
16. ASSIGNMENT. Client shall not assign his interest under this Agreement in whole in part, except
with the prior written consent of Depository.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties
relating to the subject matter contained herein.
18. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of California. If any legal action is deemed necessary to enforce the terms and
conditions of this Agreement, Depository and Client agree that the County of Los Angeles, State of
California shall be the sole venue and jurisdiction for the bringing of such action.
19. SECTION HEADINGS. The various section headings are inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.
20. SEVERABILITY. If any term, provision, covenant, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
21. COSTS AND ATTORNEY'S FEES. If any action is brought by Depository or Client under this
Agreement by reason of any claim or cause of action arising out of or in connection with any breach or
nonperformance of the provisions of this Agreement, then any party which is successful upon any final
determination of anysuch claim or cause of action shall be entitled to reasonable preparation, investigation
and court costs, and reasonable attorney's fees, as fixed by a court of competent jurisdiction.
THE CITY OF-VERNON
BY : -�
E0NIS 'CM UR�,M�o
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM:
C505=202t6RVO, City torney