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CONTRACT 6912 Vender AgreementAgreement No. 6912 AIRON l , MOUNTAIN' C I T.C.TOMFR AGREEMENT IRON MOUNTAIN INFORMATION MANAGEMENT, LLC Address of Iron Mountain Branch/District Office: FOR IRON MOUNTAIN PURPOSES ONLY Account Number: TBD NAICS Code: Branch/District Cost Ctr. No.: Contract Effective Date: March 1, 2024 CUSTOMER: BILLING ADDRESS (If Different): City of El Segundo Street Address: Street or Box No.: 350 Main Street City: State: Zip + 4: City: State: Zip + 4: El Segundo CA 90245 Primary Contact and Title: Billing Contact: Liana Osborne -Administrative Technical Specialist Telephone: (310) 524-2318 Fax: Telephone: Tele P Fax: E-mail: losborne@elsegundo.org E-mail: Iron Mountain Information Management„ LLC ("Iron Mountain"„ or 1W) will perform the services described on schedules annexed to this Agreement, either physically or by reference (each a "Schedule"), and Customer will pay IM for such services according to the rates and provisions in the Schedules. All services will be provided subject to this Agreement„ which consists of this page, the Basic Terms and Conditions, the Schedules and the Glossary of terms that can be found at https://www.ironmountain.com/supportthow-it-works. VALUE OF DEPOSITS. Customer declares, for the purposes of this Agreement, that (a) with respect to hard -copy (paper) records, other materials, microfilm and microfiche stored pursuant to this Agreement, the value of such stored items is one dollar ($1.00) per carton, linear foot of open -shelf files, container or other storage unit, and (b) with respect to round reel tape, audio tape, video tape, film, data tape, cartridges or cassettes or other non -paper media stored pursuant to this Agreement, the value of such stored items is equal to the cost of replacing the physical media. Customer acknowledges that it has declined to declare an excess valuation, for which an excess valuation fee would have been charged. LIMITATION OF LIABILITY. IM's liability, if any, for loss or destruction of, or damage to, materials stored with IM ("Deposits") is limited to the value of each Deposit as described above, or as otherwise set forth herein. IM's maximum liability with respect to services not related to storage is the amount paid by Customer for a discrete project or, if the loss is related to service of an ongoing and continuing nature, six (6) months of fees paid by Customer for such service. Other limitations on IM's and/or Customer's liability are set forth on the following pages. CUSTOMER: City of El Segundo IRON MOUNTAIN Individual Signing: Individual Signing: [Print name] G ]print name] Digitally signed Signaturesignature: e n n e by Jennifer -� Title: CFO Title: r Baxter Signing Date: !� Signing Date: In order to keep Customer apprised of IM's service offerings, new regulations that may be of interest to customers and similar information, IM will add Customer's representative to its informational mailing list, if an email address is provided above, to receive newsletters and communications through email or postal delivery. Customer may elect to unsubscribe any time after receiving the Psi newsletter or communication. IM-5000 r 06/14/2021 © 2021 Iron Mountain Incorporated Page 1 of 4 " City Clek ���� .._... City of El Segundo Agreement No. 6912 BASIC TERMS AND CONDITIONS The following terms and conditions shall apply to this Agreement. 1. Term. The term of this Agreement shall commence on the date of Customer's signature or, if later, the Effective Date set forth on the first page of this Agreement. The initial term of this Agreement shall continue for one (1) year after commencement. Upon expiration of the initial term, the term will continue with automatic renewals for additional one (1) year terms, unless written notice of non -renewal is delivered by either party to the other not less than ninety (90) days prior to the expiration date. In the event that IM continues to hold Deposits after the expiration or termination of this Agreement, the terms of this Agreement shall continue to apply until all Deposits have been removed from IM's facility, except that IM may adjust rates upon thirty (30) days' written notice. 2. Charges. Rates and charges shall be as specified in the Pricing Schedule (Schedule A) and/or other Schedules. Rates and charges for storage and services shall remain fixed for the first year of service by IM, and may thereafter be changed by IM upon thirty (30) days' notice. Transportation surcharges apply and change monthly without notice in accordance with IM's fuel surcharge policy, which may be found at https:/lwww,ironmountain.com/suppot-oliow-.it.- works/resources/transportation/fuel-surcharge/us-fuel-surcharge. Customer requests requiring IM to alter its standard operations, billing or collections policies or procedures may be denied and if approved, subject to additional charges. 3. Customer Instructions. Customer warrants that it is the owner or legal custodian of the Deposits and has full authority to store and direct their disposition in accordance with this Agreement. IM will perform services pursuant to the direction of Customer's agent(s) identified pursuant to IM's standards. Authority granted to any persons on standard authorization forms shall constitute Customer's representation that the identified persons have full authority to order any service, including disposal or removal of Deposits. Such orders may be given in person, by telephone or by email. Customer releases IM from all liability related to the destruction of materials pursuant to Customer's authorization. 4. Operational Procedures. Customer shall comply with IM's reasonable operational requirements, as modified from time to time, regarding cartons, carton integrity, delivery/pickup/account closing volumes, preparation for pickup, security, secure shredding protocols, access and similar matters. Extraordinary volume requests (defined as 125% of the average volume over the immediately preceding three month period) may involve additional costs, such as overtime, which Customer will pay at IM's overtime rates, provided Customer consents to such costs in advance. 5. Force Majeure. Neither party shall be liable for delay or inability to perform caused by acts of God, governmental actions, labor unrest, acts of terrorism, riots, unusual traffic delays or other causes beyond its reasonable control. 6. Governmental Orders. IM is authorized to comply with any subpoena or similar order related to the Deposits, at Customer's expense, provided that IM notifies Customer promptly upon receipt thereof, unless such notice is prohibited by law. IM will cooperate with Customer's efforts to quash or limit any subpoena, at Customer's expense. 7. Confidentiality. "Confidential Information" means any information concerning or relating to the property, business and affairs of the party disclosing such information that is furnished to the receiving party, and regarding this Agreement, its Schedules and IM's processes and procedures; except for information that was previously known to the receiving party free of any obligation to keep it confidential, is subsequently made public by the disclosing party or is disclosed by a third party having a legal right to make such disclosure. Confidential Information shall be used only in the manner contemplated by this Agreement and shall not be intentionally disclosed to third parties without the disclosing party's written consent, except as authorized in Section 6. IM shall not obtain any rights of any sort in or to the Confidential Information of Customer contained in Deposits. IM shall implement and maintain reasonable safeguards designed to protect Customer's Confidential Information. 8. Limitation of Liability. a. Liabiliti for Loss or Damage to Deposits. I1v1 shall not be liable for any loss or destruction of, or damage to, Deposits, including costs resulting from a loss of a Deposit constituting a breach of data security or confidentiality, unless such loss or damage resulted from IM's negligence.. If liable, the amount of IM's liability is limited as provided on the first page hereof, Deposits are not insured by IM against loss or damage, however caused. Customer may insure Deposits through third -party insurers for any amount. Customer shall cause its insurers of Deposits to waive any right of subrogation against IM. b. Liability Non-Stora e Services. With respect to services not related to the storage of Deposits, IM shall not be liable for any loss or default, including direct damages resulting from a breach of data security or confidentiality, unless such loss or default is due to the negligence of IM. IM shall not be liable for the loss of contents of shredding bins unless and until the contents are in the custody and control of IM and only to the extent caused by IM's negligence. If liable under this subsection (b), the amount of IM's liability is limited as provided on the first page hereof. IM-5000 rev. 06/14/2021 0 2021 Iron Mountain Incorporated Page 2 of 4 Agreement No. 6912 c. No Conse uential Darna s. In no event shall either party be liable for any consequential, incidental, special or punitive damages, or for loss of profits or loss of data, regardless of whether an action is brought in tort, contract or under any other theory. 9. ITAR/EAR Compliance. Customer represents that the Deposits stored by Iron Mountain pursuant to this Agreement do not contain technical information regarding defense articles or defense services within the meaning of the International Traffic in Arms Regulations (22 CFR 120) or technical data within the meaning of the Export Administration Regulations (15 CFR 730-774) (cumulatively, "controlled information"), and acknowledges that Iron Mountain will not handle such materials under its plan for compliance with export controls. Notwithstanding, if Customer notifies Iron Mountain that any of its Deposits contain controlled information, Iron Mountain will apply its Plan for compliance with export controls, and Customer acknowledges that special storage and service rates may apply. 10. Non -Custodial Status. Unless IM shall have explicitly agreed in writing, IM's performance of services shall not cause IM to be deemed a "custodian" of records or "designee" of Customer under state or federal law with respect to such records. 11. Notice of Claims. Claims by Customer must be presented in writing within a reasonable time, in no event longer than ninety (90) days after delivery or return of the Deposits to Customer, or ninety (90) days after Customer is notified of loss, damage or destruction to part or all of the Deposits. 12. Notice of Loss. When Deposits have been lost, damaged or destroyed, IM shall, upon confirmation of the event, report the matter in writing to Customer. 13. Payment Terms. Payment terms are net, thirty (30) days from invoice date unless otherwise specified in the Pricing Schedule (Schedule A) and/or other Schedules. Customer shall be liable for late charges totaling one and a half percent (1.5%) per month of the outstanding balance unless otherwise specified in the Pricing Schedule (Schedule A) and/or other Schedules. Invoices will be sent electronically in IM's standard format via IM's standard delivery system to Customer. Customer shall provide written notice of any charges it disputes on an invoice no later than fifteen (15) days after the invoice date. Any credit issued will appear on the next invoice. Payment of the invoice in full will constitute agreement with the terms and charges of the invoice. All payments must be electronic payment. At any time during the term of this Agreement, IM may require Customer to enroll in autopay. Autopay will be required for customers who are consistently late payers or customers who meet our revenue thresholds. Any change to the IRM standard electronic payment method must be approved by Iron Mountain. All payments shall include a remittance document identifying the IM invoices to which the payment relates. Prior to delivery of Deposits upon expiration, termination, or substantial withdrawal, IM will require full payment in advance. 14. Customer Default. If Customer fails to pay IM's charges (other than disputed charges) 60 days after the date of an invoice, IM may suspend service. If Customer fails to pay IM's charges (other than disputed charges) for three (3) months after the due date of the invoivLe, IM may securely destroy Deposits, provided B4 shall have provided ninety (90) days' written notice to Customer and Customer shall pay IM's standard price for such destruction. Customer will be responsible and reimburse IM for any costs incurred by IM in collecting overdue amounts, including the use of third parties and reasonable attorneys' fees. IM shall have other rights and remedies as may be provided by law. In the event IM takes any actions pursuant to this Section 14, it shall have no liability to Customer or anyone claiming by or through Customer. 15. Termination. Either party may terminate this Agreement upon written notice to the other party in the event that the other party materially breaches the Agreement and fails to cure such default within forty-five (45) days after written notice of such default, subject to payment of the fees/charges set forth in the applicable Schedule(s). Upon the occurrence of the bankruptcy or insolvency of either party that is not discharged within sixty (60) days following any filing thereof, the other party may terminate this Agreement immediately. If Customer's financial performance materially deteriorates, IM may suspend performance and/or modify Customer's payment terms. 16. Safe Materials and Premises. Customer shall not store with IM or place in shredding bins any material that is highly flammable, may attract vermin or insects, is otherwise dangerous or unsafe to store or handle, or is regulated by federal or state law or regulation relating to the environment or hazardous materials. Customer shall not store (or place in shredding bins) negotiable instruments, jewelry, check stock or other items that have intrinsic value. Customer shall only place paper -based materials in the shredding bins. Customer warrants and covenants that its premises where IM employees perform services (including pickups and deliveries) are and shall be free of hazardous substances or dangerous conditions. Customer shall reimburse IM for damage to equipment or injury to personnel resulting from Customer's breach of this Section 16. 17. Purchase Orders. If a purchase order is required by Customer for payment, Customer shall issue an accurate and complete purchase order through IM's standard mediums prior to performance by IM of services. Customer will be responsible for keeping all necessary purchase order information up to date. If Customer rejects any IM invoice as a result of an inaccurate, invalid, incomplete or expired purchase order, Customer shall correct such purchase order within IM-5000 rev. 06/14/2021 © 2021 Iron Mountain Incorporated Page 3 of 4 Agreement No. 6912 forty-eight hours of request by IM. In this case, the original payment due date shall apply. In the event that Customer issues a purchase order to IM covering the services provided tinder this Agreement, any terms and conditions set :forth in the purchase order which are in addition to or establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by IM. 18. Miscellaneous. IM may subcontract its obligations under this Agreement, in whole or in part, to an affiliate. Neither party may assign this Agreement in whole or in part, except to an affiliate, without the prior written consent of the other party. An affiliate means any entity controlling, controlled by, under common control with, or having a common parent with IM or Customer. Any notice made pursuant to this Agreement may be given in writing at the addresses set out on the first page hereof until written notice of a change of address has been received. Notices to IM shall be sent to the attention of its General Manager. IM may exercise all rights granted to warehousemen by the Uniform Commercial Code as adopted in the state where the Deposits are stored. In the event of inconsistency between these Basic Terms and Conditions and a Schedule, the Basic Terms and Conditions shall prevail as to the services covered thereby. Customer represents and covenants that upon the Effective Date of this Agreement and throughout the term of this Agreement, that: (i) it is not identified on any restricted party lists; or located in countries identified on any restricted country lists; or using the goods or services for any restricted end uses; including those promulgated by the U.S. Departments of State, Commerce and Treasury; and (ii) it is and shall remain compliant with all laws and regulations applicable to its performance under this Agreement, including but not limited to export control and economic sanctions, will not take any action that will cause Iron Mountain to be in violation of such 'laws and regulations, and will not require Iron Mountain to directly or indirectly take any action that might cause it to be in violation of such laws and regulations. Customer will not provide Iron Mountain any goods, software, services and/air technical data subject to export controls and controlled at a level other than EAII.99/AT. This Agreement shall be governed by the laws of the state in which Customer's office identified in this Agreement is located except for conflicts of laws principles. 19. Entire Agreement. The terms contained in this Agreement, together with any schedules and/or statements of work, constitute the entire understanding of the parties with respect to the transactions and matters contemplated hereby and supersede all previous communications, representations, agreements and understandings relating to the services provided by IM to Customer with respect to the subject matter hereof. IM-5000 rev. 06/14/2021 0 2021 Iron Mountain Incorporated Page 4 of 4 Agreement No. 6912 P�I0.OP I, �b�P-01Ip�r�010-0�Ip�Ih-0P0-010�P0010-P,0-1P.IR.0.Wo11"*10,1010�P.P�O`P�IPP-10.P�lp p-IV. l.00,0-P�0�O^0.0-O 0-0 W 10 0- NO lop10 SECURE SHREDDING This Secure Shredding Pricing Schedule is incorporated into and made part of the Customer Agreement ("Agreement") between Iron Mountain Information Management, LLC, (the "Company" or "Iron Mountain") and City of El Segundo (the "Customer"). Please see our Customer Information Center at httos://www,,ironmountairi.com/suDoorUhow-it-works for a Glossary with definitions of the terms used in this Pricing Schedule and more detail regarding our services, standard processes, and billing practices. In addition, restrictions apply to volume and/or stated timeframes for some service transaction types and these may be found in the Glossary under each service type. This Secure Shredding Pricing Schedule supersedes and terminates any prior Secure Shredding Pricing Schedule and/or Schedule A existing between Iron Mountain and the Customer for the accounts noted below. All other Secure Shredding services not specifically listed on the Schedule A will be charged at Iron Mountain's then current rates. Notwithstanding anything to the contrary in the Agreement, the pricing set forth in this Schedule or the Agreement will be effective on the later of (i) the date on which the Agreement is signed by both parties; (ii) the Agreement Effective Date; or (iii) the Effective Date of this Schedule. In accordance with Iron Mountain's standard billing practices, Iron Mountain shall invoice Customer at the rates and charges set forth in this Schedule beginning on the first day of the monthly Billing Cycle in which such date falls, or the following Billing Cycle if the date falls at the end of the month. CITY OF IEL SE UNDO District Name/Number: Multi -District I Customer ID: TBD Effective Date: March 1, 2024 iron mountain.com 11.800.899.IRON (4766) Page 1 of 3 Agreement No. 6912 90� 11�Urou1� 011Il1p,Ilm-Ur-0�UpIP0�P'go, 0�I,PIP,0. HIP 00l91,0-0�iw.P�P,1,-0,A�wo".I,10Um0,ml�RR, 11IRo0# i0*IPRV- WPVaII1IV,IIw-II1�UP�0,I,0�pp, 0.N�UPIImI1'�01Ilw- Destruction of a customer's paper -based materials performed at an off -site facility or on -site at the customer's location. Service Fees are applied on a per work order basis for each collection container serviced. Program Setup Fees (SEE: https:l/www.ironmountain.com/suppoNhow-it-works FOR SERVICE DEFINITIONS) Program Setup Fee Waived Location Note: Program Setup includes the initial delivery and placement of collection containers at the Customer's Location for 60 days after the Contract Effective Date. SERVICE FREQUENCY Preferred Service schedule will be mutually agreed upon and can be adjusted as necessary, Collection Containers (SEE: https://www.ironmountain.com/support/how-it-works FOR SERVICE DEFINITIONS) Off -Site Security Consoles $13.08 Container ..�..._..�..._._.......�....._.......��.....��_.�......___...�.�.��..-.........._�..._... On -Site Security Consoles ..........._...... $14.94 n IT�m Container Off -Site 65-Gallon Containers �........-_� .................... �._............. $15.66 Container On -Site 65-Gallon Containers,........,_,_,�...._w $17.64 Container Off -Site Per Box -Small .,_ ..............._..� ..,_.. _ ...,......1.4.. 1.2 CF Box*** On -Site Per Box - Small $5.04 1.2 CF Box — Off -site Mini - Console $13.08 Container . _ ....... _... On -Site Mini - Console $14.94 .... ..... ................. ....... _ Container ..... ._..... ...... ........... ......................... ............... .._.... Off -Site 32-Gallon Containers ........ _.._. ......................... $13.08 Container _.. ............ ..................._...................-.._.-..........._........._........._. On -Site 32-Gallon Containers ................. ...__..... ........... $14.94 _..m._........_ Container Off -Site 95-Gallon Containers $20.70 Container On -Site 95-Gallon Containers $24.54 Container Off -Site 65-Gallon Containers - Staged $15.66 ........... Container ............................. ..... ......... On -Site 65-Gallon Containers - Staged $17.64 _. ......... _. ............ Container _. _ ..._... Off -Site 95-Gallon Containers - Staged $20.70 ........... Container On -Site 95-Gallon Containers - Staged $24.54 ........... _—------- _-------- _............ Container _ ..- ........................ Off -Site 175-Gallon Containers ...... $35.94 __ Container ................................._._. ..... _ On -Site 175-Gallon Containers $43.08 _.__....._._ Container —Note: Box destruction pricing is based on a 1.2 cubic foot box (small),n boxes will be _ increased subject to a e - od rate. Transportation (SEE: https://www.ironmountain.com/support/how4t-works FOR SERVICE DEFINITIONS) 0" * [ Minimum Off -Site Service Charge $39.06 Work Order .................................... .....................-__ Minimum On -Site Service Charge ........................ ._............____... $44.70 _....... ....... ._ Work Order _....__M .. _..__..__ On -Call Off -Site Shred Trip ........__. _......... ...- ....... _­... ..... ..........___._._ $41 16 Work Order On -Call On -Site Shred Trip. $52.0...... 88 Work Order ............ �..w......................................�__.... Shred Trans Zone Metro $15.00 . Work Order, plus Transportation Charge ....... Shred Trans Zone Metro NY .._._.___ $20.00 Work Order, plus Transportation Charge Shred Trans Zone 2 $20.00 Work Order, plus Transportation Charge _...... Shred Trans Zone 3 $36.00 ....... Work Order, plus Transportation Charge iron mountain.com 11.800.899.IRON (4766) Page 2 of 3 Agreement No. 6912 Other Program FeeS (SEE: hftps;//www.ironmountain.com/support/how-it-works FOR SERVICE DEFINITIONS) Container Pickup/Detivery Fee Labor ated Driver Surcharge Admanl'strative Fee ""' 66„00 Container 9.64 Hour "i„a4 Transportation 11.96 AccountlD per Fuel Stttchar`g 9 Polic f montht based am on Shan es in the ri ��—•���* y Work O ����r�tl y °:�Y�y Y _ Paper Surchar a Policy rder "Mrace. A Fuei Suaroh�rge us appY'ed y p g p c�„ of dleel laaet as ubiished b the 41a Deparkrrwent of E�er� T�rars oB�arge is calculaked monthly anrt included as a perofra�tage of transportation -related servpoe w~iwarges: t•he current monthpy Fual 'Surc'harga knformation Dan be tbund at t i s.lPwww.pronmauntain.00m/s ort/hcaw-ik-wor s1 Dorcas trap tnon/fuel-suer tsar edus-f�urc�rrge *"•�Notew Ttre Paper Recycling Surciarge adjusts monthly and ks applied against sr�cure shred services. 1"he Papar Recycitng Surcharge is incte�ed to the national average of recovered paper prices as published by FastMarket RISI's PPI Pulp & Paper Week. The currentmonthly paper recycling surcharge information can be found at htt ��ain.00mts�gw-it-wo t'r sources] e -rec cli'n 'Note: If customer IDs shares Records Management and secure shredding services, then the applicable Records Management Administrative Fee will apply. For customer IDs with Secure Shredding services only, Shred Administrative Fee will apply. For customer IDs with Secure Records management only, the applicable Administrative Fee will apply. SECURE SHREDDING SPECIAL PROJECTS Special Project Services provided outside the scope of routine services will be quoted on a per project basis. Pricing for transactional services listed on the Pricing Schedule may differ when they are part of a special project. Additional Labor Fees and a Minimum Service Fee may apply. ironmountain.com 11.800.899.IRON (4766) Page 3 of 3