CONTRACT 2916 Professional Services Agreement��/�
AGREEMENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this i to day of August , 2001, between the
CITY OF EL SEGUNDO, a municipal corporation, hereinafter referred to as "City" and
the iron Mountain hereinafter referred to as "Consultant ". In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
1. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit
"A" "SCOPE OF SERVICES" and made a part hereof. Consultant represents and warrants that
it has the qualifications, experience and facilities to properly perform said services in a
thorough, competent and professional manner and shall, at all times during the term of this
Agreement, have in full force and effect, all licenses required of it by law, including, but not
limited to, a valid El Segundo Business License. Consultants shall begin its services under
this Agreement on August 16. , 2001. Consultant shall complete each of the services set
forth in Exhibit A to the City's satisfaction. if the City is not satisfied with any such services, the
Consultant shall work on such matter until the City approves of the service. Further, Consultant
shall complete the services set forth in Exhibit A strictly according to the schedule provided
therein.
2. STATUS OF CONSULTANT. Consultant is and shall at all times remain as to the City a
wholly independent contractor. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and control.
Neither City nor any of its officers, employees or agents shall have control over the conduct of
Consultant or any of Consultant's officers, employees or agents, except as set forth in this
Agreement. Consultant shall not at any time or in any manner represent that it or any of its
officers, employees or agents are in any manner officers, employees or agents of the City.
Consultant shall not incur or have the power to incur any debt, obligation or liability whatever
Professional Services Agreement - Under $10,000 value
against City, or bind City in any manner. Consultant shall not disseminate any information or
reports gathered or created pursuant to this Agreement without the prior written approval of City
except information or reports required by government agencies to enable Consultant to perform
its duties under this Agreement.
3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS. Consultant shall keep itself
informed of applicable local, state and federal laws and regulations which may affect those
employed by it or in any way affect the performance of its services pursuant to this Agreement.
Consultant shall observe and comply with all such laws and regulations affecting its
employees. City and its officers and employees, shall not be liable at law or in equity as a
result of any failure of Consultant to comply with this section.
4. PERSONNEL. Consultant shall make every reasonable effort to maintain the stability
and continuity of Consultant's staff assigned to perform the services hereunder and shall obtain
the approval of the City Manager of all proposed staff members performing services under this
Agreement prior to any such performance.
S. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Consultant
shall be as set forth in Exhibit "B" hereto and made a part hereof. Payments shall be made in
approximately thirty (30) days after receipt of each invoice as to all non - disputed fees. If the
City disputes any of consultant's fees it shall give written notice to Consultant in 30 days of
receipt of an invoice of any disputed fees set forth on the invoice.
6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not be compensated for
any services rendered in connection with its performance of this Agreement which are in
addition to those set forth herein or listed in Exhibit "A ", unless such additional services are
authorized in advance and in writing by the City Manager. Consultant shall be compensated for
any additional services in the amounts and in the manner as agreed to by City Manager and
Consultant at the time City's written authorization is given to Consultant for the performance of
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said services.
7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its
employees or personnel under direct contract with Consultant. Consultant shall not assign to
any subcontractor the performance of this Agreement, nor any part thereof, nor any monies
due hereunder, without the prior written consent of City Manager.
8. FACILITIES AND RECORDS. City agrees to provide:. suitably equipped and furnished
office space, public counter, telephone, and use of copying equipment and necessary office
supplies for Consultant's on -site staff, if any.
Consultant shall maintain complete and accurate records with respect to sales, costs,
expenses, receipts and other such information required by City that relate to the performance
of services under this Agreement. Consultant shall maintain adequate records of services
provided in sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible. Consultant shall provide free access to the representatives of
City or its designees at reasonable times to such books and records, shall give City the right to
examine and audit said books and records, shall permit City to make transcripts therefrom as
necessary, and shall allow inspection of all work, data, documents, proceedings and activities
related to this Agreement. Such records, together with supporting
documents, shall be maintained for a period of three (3) years after receipt of final payment.
9. TERMINATION OF AGREEMENT. The Consultant's performance hereunder shall be
completed by
at which time this agreement shall terminate. The
City upon 30 days written notice or 120 days by contractor written notice may terminate with or
without cause this Agreement. In the event of such termination, Consultant shall be
compensated for non- disputed fees under the terms of this Agreement up to the date of
termination.
Protessionai Services Agreement - Under $10.000 value
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10. COOPERATION BY CITY. All public information, data, reports, records, and maps as
are existing and available to City as public records, and which are necessary for carrying out
the work as outlined in the Scope of Services, shall be furnished to Consultant in every
reasonable way to facilitate, without undue delay, the work to be performed under this
Agreement.
11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of, or in the event of
termination, suspension or abandonment of, this Agreement, all original maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computerfles, files and
other documents prepared in the course of providing the services to be performed pursuant to
this Agreement shall, become the sole property of City. With respect to computer files,
Consultant shall make available to the City, upon reasonable written request by the City, the
necessary computer software and hardware for purposes of accessing, compiling, transferring
and printing computer files.
12. RELEASE OF INFORMATION/CONFLICTS OF INTEREST.
A. All information gained by Consultant in performance of this Agreement shall be
considered confidential and shall not be released by Consultant without City's prior
written authorization excepting that information which is a public record and subject to
disclosure pursuant to the California Public Records Act, Government Code 3 6250, et
seg. Consultant, its officers, employees, agents or subcontractors, shall not without
written authorization from the City Manager or unless requested by the City Attorney,
voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this
Agreement or relating to any project or property located within the City. Response to a
subpoena or court order shall not be considered "voluntary" provided Consultant gives
City notice of such court order or subpoena.
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V.
If Consultant or any of its officers, employees, consultants or subcontractors does
voluntarily provide information in violation of this Agreement, City has the right to reim-
bursement and indemnity from Consultant for any damages caused by Consultant's
conduct, including the City's attorney's fees.
Consultant shall promptly notify City should Consultant, its officers, employees,
agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement
and the work performed thereunder or with respect to any project or property located
within the City. City retains the right, but has no obligation, to represent Consultant
and /or be present at any deposition, hearing or similar proceeding. Consultant agrees
to cooperate fully with City and to provide City with the opportunity to review any
response to discovery requests provided by Consultant. However, City's right to review
any such response does not imply or mean the right by City to control, direct, or rewrite
said response.
B. Consultant covenants that neither they nor any officer or principal of their firm has
any interest in, or shall they acquire any interest, directly or indirectly which will conflict in
any manner or degree with the performance of their services hereunder. Consultant
further covenants that in the performance of this Agreement, no person having such
interest shall be employed by them as an officer, employee, agent, or subcontractor
without the express written consent of the City Manager.
13. DEFAULT. In the event that Consultant is in default of any provision of this Agreement,
City shall have no obligation or duty to continue compensating Consultant for any work
performed after the date of default and can terminate this Agreement immediately by
written notice to the Consultant.
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44. INDEMNIFICATION.
A. Consultant represents it is skilled in the professional calling necessary to perform
the services and duties agreed to hereunder by Consultant, and City relies upon the
skills and knowledge of Consultant. Consultant shall perform such services and duties
consistent with the standards generally recognized as being employed by professionals
performing similar service in the State of California.
B. Consultant is an independent contractor and shall have no authority to bind City
nor to create or incur any obligation on behalf of or liability against City, whether by
contract or otherwise, unless such authority is expressly conferred underthis agreement
or is otherwise expressly conferred in writing by City. City, its elected and appointed
officials, officers, agents, employees and volunteers (individually and collectively,
"Indemnitees ") shall have no liability to Consultant or to any other person for, and
Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and
against, any and all liabilities, claims, actions, causes of action, proceedings, suits,
damages, judgments, liens, levies, costs and expenses of whatever nature, including
reasonable attorneys' fees and disbursements (collectively "Claims "), which the
Indemnitees may suffer or incur or to which the Indemnitees may become subject by
reason of or arising out of any injury to or death of any person(s), damage to property,
loss of use of property, economic loss or otherwise occurring as a result of or allegedly
caused by the performance or failure to perform by Consultant of Consultant's services
under this agreement or the negligent or willful acts or omissions of Consultant, its
agents, officers, directors or employees, in performing any of the services under this
agreement.
If any action or proceeding is brought against the Indemnitees by reason of any
of the matters against which Consultant has agreed to indemnify the Indemnitees as
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above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at
Consultant's expense by counsel acceptable to the City. The Indemnitees need not
have first paid any of the matters as to which the Indemnitees are entitled to indemnity
in order to be so indemnified. The insurance required to be maintained by Consultant
under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b),
but the limits of such insurance shall not limit the liability of Consultant hereunder. The
provisions of this paragraph 14(b) shall survive the expiration or earlier termination of
this agreement.
The Consultant's indemnification does not extend to Claims occurring as a result of the
City's negligent or willful acts or omissions.
CONSULTANT HAS READ THIS SECTION 14 IN ITS ENTIRETY AND KNOWINGLY
AND WILLINGLY ACCEPTS THE OBLIGATIONS CONTAINED HEREIN.
15. INSURANCE.
A. Insurance Requirements. Consultant shall provide and maintain insurance
acceptable to the City Attorney in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the work hereunder by Consultant,
its agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A:VII. Consultant shall provide the following
scope and limits of insurance:
(a) Minimum Scope of insurance. Coverage shall be at least as broad as:
(i) Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
(ii) Insurance Services Office form number CA 0001 (Ed. 1187)
Professional Services Agreement - Under $10,000 value
covering Automobile Liability, including code 1 "any auto" and
endorsement CA 0025, or equivalent forms subject to the written
approval of the City.
(iii) Workers' Compensation insurance as required by the Labor Code
of State of California and Employer's Liability insurance and
covering all persons providing services on behalf of the Consultant
and all risks to such persons under this Agreement. (Not needed if
Self- employed with no employees.)
fiv) Errors and omissions liability insurance appropriate to the
Consultant's profession.
(b) Minimum Limits of Insurance. Consultant shall maintain limits of
insurance no less than:
0) General Liabili : $1,000,000 per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the activities related to
this Agreement or the general aggregate limit shall be twice the required
occurrence limit.
(ii) Automobile Liability: Including owned, non -owned and hired
vehicles for bodily injury and property damage with (See cover
letter (page 1) for actual dollar level Requirements):
At least $1,000,000 per occurrence.
$100,000 - $300,000 per occurrence.
As required by State Statutes. A copy of your current policy
must be submitted naming yourself and or your company.
Professional Services Agreement - Under $10,000 value
(iii) Workers'_ Compensation and Employer's Liability: Workers'
Compensation as required by the Labor Code of the State of
California and Employers Liability limits of $1,000,000 per accident.
(iv) Errors and Omissions or Malpractice or Professional Liability:
At least $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall contain
the following provisions:
(a) All Policies. Each insurance policy required by this paragraph 15 shall be
endorsed and state the coverage shall not be suspended, voided, canceled by
the insurer or either party to this Agreement, reduced in coverage or in limits
except after 30 days' prior written notice by Certified mail, return receipt
requested, has been given to the City.
(b) General Liability and Automobile LiabilitV „Coverages.
(i) City, its officers, officials, and employees and volunteers are to be
covered as additional insureds as respects: liability arising out of activities
Consultant performs, products and completed operations of Consultant;
premises owned, occupied or used by Consultant, or automobiles owned,
leased or hired or borrowed by Consultant. The coverage shall contain no
special limitations on the scope of protection afforded to City, its officers,
officials, or employees.
(ii) Consultant's insurance coverage shall be primary insurance as
respect to City, its officers, officials, employees and volunteers. Any
insurance or self insurance maintained by City, its officers, officials,
employees or volunteers shall apply in excess of, and not contribute with,
Consultant's insurance.
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(iii) Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
(Iv) Any failure to comply with the reporting or other provisions of the
policies including breaches of warranties shall not affect coverage
provided to the City, its officers, officials, employees or volunteers.
(c) Workers' Compensation and Employees Liability Covera e. Unless
the City Manager otherwise agrees in writing, the insurer shall agree to waive all
rights of subrogation against City, its officers, officials, employees and agents for
losses arising from work performed by Consultant for City.
C. Other Requirements. Consultant agrees to deposit with City, at or before the
effective date of this contract, certificates of insurance necessary to satisfy City that the
insurance provisions of this contract have been complied with. The City Attorney may
require that Consultant furnish City with copies of original endorsements effecting
coverage required by this Section. The certificates and endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. City reserves the
right to inspect compiete, certified copies of all required insurance policies, at any time.
(a) Consultant shall furnish certificates and endorsements from each
subcontractor identical to those Consultant provides.
(b) Any deductibles or self- insured retentions must be declared to and
approved by City. At the option of the City, either the insurer shall reduce or
eliminate such deductibles or self- insured retentions as respects the City, its
officers, officials, employees and volunteers; or the Consultant shall procure a
bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
Professional Services Agreement - Under $10,000 value
(c) The procuring of such required policy or policies of insurance shall not be
construed to limit Consultant's liability hereunder nor to fulfill the indemnification
provisions and requirements of this Agreement.
16. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive
expression of the Agreement between the parties hereto and supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the subject matter
herein. Each party to this Agreement acknowledges that no representations by any party which
are not embodied herein and that no other agreement, statement, or promise not contained in
this Agreement shall be valid and binding.
17. GOVERNING LAW. The City and Consultant understand and agree that the laws of the
State of California shall govern the rights, obligations, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation concerning this
Agreement shall take place in the Los Angeles County Superior Court.
18. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and
capability of the persons and entities who will fulfill the duties and obligations imposed upon
Consultant by this Agreement. In recognition of that interest, neither any complete nor partial
assignment of this Agreement may be made by Consultant nor changed, substituted for,
deleted, or added to without the prior written consent of City. Any attempted assignment or
substitution shall be ineffective, null, and void, and constitute a material breach of this
Agreement entitling City to any and all remedies at law or in equity, including summary
termination of this Agreement.
19. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified
in writing approved by the City Council and the Consultant. The parties agree that this
requirement for written modifications cannot be waived and any attempted waiver shall be void.
Professional Services Agreement - Under $10,000 value
20. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on
behalf of Consultant warrants and represents that he /she/they has /have the authority to
execute this Agreement on behalf of his/her /their corporation and warrants and represents that
he /she /they has /have the authority to bind Consultant to the performance of its obligations
hereunder.
21. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the
party to be notified, or by written notice upon such party deposited in the custody of the United
States Postal Service addressed as follows:
Cam.
City of El Segundo
City Clerk's office
350 Main Street, Room 5
El Segundo, California 90245 -3895
Telephone: (310) 524 -2307
Facsimile: (310) 615 -0529
Consultant.
Attention:
Professional Services Agreement - Under $10,000 value
22. SEVERABILiTY. The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of the other provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
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CITY OF EL SEGUNDO
Confidential
SCHEDULE A To REcoRDs MANAGEMENT AND SERVICE
This Schedule A is made part of the Records Management and Service Agreement between Iron
Mountain Records Management, Inc. and City of El Segundo
Effective Date: July 6, 2001
District Name: Los Angeles
District Number: 01211
Customer Name: City of El Segundo
Customer Number: L3148
STORAGE PRICING
Secure space for the storage of hard copy business records.
$32 per cubic foot per month
Storage Minimum:
$75.00 per month
Storage charges will be billed monthly in advance.
MANAGEMENT SERVICES PRICING
Services during normal business hours, Monday through Friday 8:00
a.m. to 5:00 p.m., excluding holidays.
New Records —The receipt of additional customer records resulting in
an increase to the customer storage balance (receiving and
entry /accessions):
$1.50 per cubic foot
Retrievals or Refeles —The temporary retrieval of records froth, or
return to, storage:
Standard $2.08 per cubic foot
Standard $3.00 per file
Rush $4.17 per cubic foot
Rush $6.00 per file
Destruction --The preparation, documentation, and physical destruction
of records:
$3.90 per cubic foot
Permanent Withdrawal —The preparation, documentation, and
permanent withdrawal of records, including retrieval:
$2.25 per cubic foot
$3.00 per fide
Iron Mountain Records Management, Inc. Page 1
Confidential
Miscellaneous Services:
$42.00 per labor hour
Individual List/Data Entry — Initial data entry of carton or file
descriptions (beyond first line per carton):
$.35 per file.
Service Minimum:
$5.00 per transaction
Management services will be billed monthly in arrears.
TRANSPORTATION PRICING
Delivery/Pickup '
Neat Day
$1 5.00 per transportation visit, $2.04 per cubic foot
Call by 3:00 p.m. for delivery next day by 5:00 p.m.
Half Day
$23.00 per transportation visit, $2.04 per cubic foot
Call by 10:00 a.m. for delivery same day by 5:00 p.m.
Emergency Visit (Rusk)
$48.00 per hour, $2.04 per cubic foot
Delivery within 3 hours of request
Emergency Visit (Rush) is billed at 1.5 hour minimum
After Hours/Weekends /Holidays
$75.00 per hour, $2.04 per cubic foot
Delivery within 4 hours of request
After Hours /Weekends /Holidays is billed at 1.5 hour minimum
Transportation charges will be billed monthly in arrears.
Service activity volumes substantially exceeding customer norms may
result in overtime charges with customer authorization.
All other services, not specifically listed, will be charged at Iron
Mountain's then current rates.
COMPUTER AND REPORTING CHARGES
Included in the customer's storage rate are the Monthly Supplemental
Reports. All other reports (including special sorting and special file
listings) are subject to the computer listing charge and /or initial setup,
reporting, or download fees, quoted by job scope.
Iron Mountain Records Management, Inc. Page 2
INITIAL TRANSFER/MOVE OF RECORDS PRICING
(ONE TIME CHARGE)
TERM
Confidential
Initial Transfer/Move of Records —The pickup, transport and receipt
of customer records establishing the initial storage balance. Initial
transfer costs apply to the estimated initial transfer volume indicated
below, transferred within three months of program implementation:
Also, this includedes Iron Mountain labeling boxes with transmittals.
$2.50 per cubic foot with Iron Mountain labeling boxes for the City
of El Segundo
Individual List/Data Entry — Initial data entry of carton or file
descriptions (beyond first Iine per carton):
$35 per line per line; Estimated number of lines: 50,00
Labor — Initial labor to prepare cartons or files for transfer to storage:
$42.00 per labor hour per labor hour; Estimated number of hours: 0
Supplies /Cartons --- Initial new supplies:
$2.00 per 42000 Letter /Legal; Initial Volume: 0
The term of the Agreement of which this Schedule A is a part will
commence on the Effective Date indicated above and continue until the
end of the month that is the 11 th month anniversary. Unless written
notice of non - renewal is delivered by either party to the other not less
than sixty days prior to expiration date, the Agreement will
automatically renew for additional successive one -year terms. Storage
prices set forth above shall remain in effect for the first 12 months of
this Agreement. Charges for all other services may be adjusted at any
time upon 30 days written notice.
Iron Mountain Records Management, Inc. base
REVYSED bi, Cite of El Segundo - AMENDMENT TO
RECORDS MANAGEMENT AND SERVICE AGREEMENT
Dated August 16, 2001., between
IRON MOUNTAIN RECORDS MANAGEMENT, INC. ( "Consultant ")
And
THE CITY OF EL SEGUNDO, ( "City ") (the "Agreement ")
This Amendment is hereby entered into between the Consultant and the City as of this 16 day of August 12001,
In the event that any terms and conditions contained herein are in conflict with the terms and conditions set forth in the
Agreement, the terms and conditions set forth in this Amendment shall be deemed to be the controlling terms and conditions.
The following terms and conditions are hereby amended:
1.) Section 4: Personnel. This section shall end with the word "hereunder ". The balance of the statement shall be deleted.
2.) Section 5: Compensation and Method of Past. The following shall be added to the end of this section: If City fails to
pay the charges of the Consultant for a period of forty-five (45) days after the date of the invoice, the Consultant may, after
giving ten (10) business days' notice by certified mail, at its option (a) redeliver the stored material to City at its address
herein, or (b) refuse access to stored material. City shall be liable for the late charges at the rate of 15% per annum,
compounded monthly, and all expenses incurred in collecting charges which are in arrears, including reasonable attorneys'
fees. The Consultant shall have, and may exercise, all rights granted to warehousemen by the Uniform Commercial Code
as adopted in the state where the deposits are stored, and the Consultant shall have such other rights and remedies as may
be provided by law. If City is in arrears on fees for a period of six (6) months or longer, the Consultant may destroy the
deposited materials tea (10) thirty (30) days after written notice by certified mail addressed to City's most recent address
in the Consultant's records. In the event the Consultant takes any actions pursuant to this Section, it shall have no liability
to City or anyone claiming by or through City. Nothing herein shall preclude the Consultant from pursuing other remedies
authorized by statute or otherwise. All charges for services rendered or to be rendered and storage fees through permanent
removal, including account closure fees, shall be paid by City prior to delivery of City's records at expiration of term.
3.) Section 7: Assignment. Add the following to the end of the last sentence, "..., unless such assignment is to an affiliate."
4.) Section 8: Facilities and Records. In paragraph 2, sentence 4 shall be deleted and the following substituted in lieu thereof.
Upon not less than forty -eight (48) business hours' advance written notification by the City, the Consultant agrees that the
City shall have the right to inspect the books and records of the Consultant which provide substantiation of the
performance of services by the Consultant to City relating to charges which are set forth in invoices issued by the
Consultant to City. In no event, however, shall the City be permitted to inspect oraudit any of the cost records of the
Consultant.
5.) Section 9: Termination of Agreement. Sentence 1 shall read as follows: Either party, upon thirty (30) days written notice to
the other party, may terminate this Agreement in the. event of a material breach of any of the provisions stated herein. In
sentence 2, the phrase, "and associated account closing fees as indicated on the attached Schedule A" shall be added
following the words, "non - disputed fees ".
6.) Section 12A: Release of Information /Conflicts of Interest. The following shall be added to the end of the last sentence in
paragraph 1: "..., unless such notice is prohibited by law." Paragraph 2: Insert the word, "reasonable" between "City's"
and "Attorney's ".
7.) Section 148: Indemnification. The word "defend" shall be stricken from sentence 2 of paragraph 1. In paragraph 2, the
phrase, "by counsel acceptable to the City" shall be deleted from sentence 1. Add new paragraph 5: The foregoing
indemnification shall not affect or limit the limitation on the Consultant`s liability in the event of loss or destruction of, or
damage to, stored materials as set forth herein. City declares that, for the purposes of this Agreement, the value of the
deposits is $1.00 per carton, linear foot of open shelf files, container, disk pack or other deposit item. City acknowledges
that it has declined to declare an excess valuation, for which an excess valuation fee would have been charged. The
Consultant's liability, if any, shall be limited to $1.00 per carton, linear foot of open shelf files, container, disk pack or
other deposit item.
8.) Section 18: Assignment or Substitution. To the end of sentence 1, the phrase, "unless such assignment is to an affiliate"
shall be added. (Duplicative of section 7)
The following new sections shall be added:
9.) Section 23: Notice of Claim and Filing of Suit.
A.) Claims by City must be presented in writing to the Consultant within a reasonable time, and in no event longer than 60
days after delivery or return of the stored material to City of 60 days after City is notified that loss, damage or
destruction to part or all of the stored material has occurred.
B.) No action may be maintained by City or others against the Consultant for loss, damage or destruction of stored
material, unless timely written claim has been given as provided in Paragraph (A) of this section, and unless such
action is commenced either within nine months after (i) the date of delivery or return by the Consultant or (ii) the date
City is notified that loss, damage or destruction to part or all of stored material has occurred.
C.) When stored material has been lost, damaged or destroyed and has not been delivered or retumed to City, notice
thereof may be given by mailing a certified letter to City. In the event notice of loss, damage or destruction is given
by certified letter, the time limitation for presentation of a claim and commencement of action or suit begins on the
date of mailing of such notice by the Consultant.
10.) Section 24: Restriction on stored material. City shall comply with #re Consultant's reasonable operational requirements, as
modified from time to time, regarding containers, delivery volumes, security, access and similar matters. City
acknowledges that extraordinary volume or service requests, including permanent removals, may require the Consultant to
incur additional costs, which City will pay at the Consultant's overtime rates, provided that the Consultant shall have
advised the City in advance.
11.) Section 25: Force Maieure. The Consultant shall not be liable for delay or inability to perform caused by acts of God,
governmental actions, labor unrest, unusual traffic delays or other causes beyond its control.
12.) Section 26: Destruction of Data. City releases the Consultant from all liability by reason of the destruction of stored
material pursuant to City's written direction.
13.) Section 27: Term. The term of this Agreement shall commence on the date of City's signature or, if later, the Effective
Date set forth on Schedule A. The Initial Term of this Agreement shall commence onthe date as aforesaid and shall
continue for one year thereafter. Unless otherwise provided in Schedule A, the term will continue for one year, with
automatic renewals for additional successive one-year terms, unless written notice of non - renewal is delivered by either
party to the other not less than thirty days prior to the expiration date. Terms and conditions will continue to apply after
the expiration date until all stored materials are removed from Consultant's storage facility. During the term, (3ty will
store with the Consultant not less than eighty (80) percent of the initial transfer balance of the stored material, net of
destructions undertaken in the normal course of business.
Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.
wa—zm..W�,
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Iron Mountain Records Management, Inc.
By: (-,
(signature )
Title: 111cf ,�� �.1� •�:
Date: A-.A eta i ,_� 9 r mac'" 1 _ _ —
Customer No.
CompanyName Cy— al
Compieted By, PL-ase Print akA�ko&L ---
Telephone (�%) Eyt. 2,
0 Company Name waives the option for either company or individual level security codes
in connection with records management services to be provided by Iron Mountain Records Management, Inc. (or its subsidiaries).
Today's Date I I Effective Date, --j— Signature
0 Company Name selects one security code, for use by all employees, in connection
with records management services to be provided by Iron Mountain Records Management, Inc. (or its subsidiaries)-
Security Code, Up to 8 Characters
FI I I I I I I I
Today's Date I . . . ................ Effective Date ®/ —J— Signature
W
Customer
Name
Signature
Title
Date
0
CONTRACT EFFECTIVE DATE
wHITE - IAM MOUNUM CORPORATE CMARY . WSTOMER PINK, IRON MOUNTNIN DiSTACir
RMIN kdo-,*I�W F"
W30 COPYRtaHTXW&mA4ouA%mR*wffi�sMamp�Lba REV01M
PRISM
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
Name
Signature
Title
Date
PRISM
CONDITIONS IRON MOUNTAIN STANDARD TERM9 AJ�D
(Based upon Terns sold Coudidons Approved and Promulgated by the Association ofCominercial Pecords.Centers,Inc.,March 1986,predecessor of Professional Records and information Services Management)
The following terms and conditions shall apply to this.Agreenient
1. Storage said Service Charges-All charges for storage and service under this Agreement shall be as specified in Schedule A attached barrio. Charges for storage shall remain fixed for doe Initial Term(as
hereinafter defined)of this Agreement(excluding renewals) tkt es for all other seMcps may be clianged at rally time upon thirty(30)days'written nonce,unless otherwise provided in Schedule A.
2. Ttrm-The iti m of this Agreement shall commence on the data of Cteorimer''s signature"or,if later,doe Effective Date set Earth ors Schedule A. The initial Tcrm of this Agreement shall commence on the date
as aforesaid and shall continue for one year thereafter.-Unitss otherwise provided in Schedule A,the rrtm'will-continue with automatic renewal;for additional successive one-year tercels,unless wrilten•nodce
of non-renewal is delivered by either parry to flue other not less than thirty days prior to the expiration date. Terms and conditions will continue to apply after the expiration dote until ail scoscd'materiais are
removed from Company's storage facility During the tern,Customer will store with the Company not less than 80 percent orthe miaat transfer balance of the stored materials.stet of destructions undena Len
in the normal course of business. `
3. Atceasl Procedures;Force Majturel Caafldtntiaiily
A. Deposited material and enfot atiou contained in said material may be delivered pursuant to direction of Customer's agam(sl identified in the Company's standard authorization forms.Authority granted to
any.person.on the Company's standard audnnrization forms shall.constitute Customer's representation that the idemified persons have full audtority.tu.ordar any sery ice for or rtonov d of Costumer°s.rnaterial.
and to deliver and receive such material. Such orders may be given in person,by telephone(including fox),by electronic messaging er in writing.
B. Customcr shall comply with die Company's reasonable operational requirements,as nhodificd'from tirnc to time,regarding containers,delivery voiunles,security,access and simiiar nnoters Cusmmer
acknowledges that extraordinary vrltun.or service requests,including permanent removals,cony-require the Company ro-incur additional costs,which Customer will pay at the Company's s overime rates,
provided duct the Company shall have advised the Customer in advance.
C. The Company shall trot be liable far delay or inability to perform caused by acts of God,gottmntanted lie ions,labor tuarest,unusual nafftc.del iys or other onuses beyond its control.
D. The Company may comply with any subpocuo or similar order related to the snored materials,prow[dcd that the Company notifies customer promptly upon receipt thereof,unless suc li nonce is prohibited by
law. Customer shall pay Company's reasonable charges for such compliance.
E. 'Confidential Infortu tun"means any information(without regard to tic medium on which such information may be recorded,whether written,visual.audio,graphic,computerized or aducrwise)concerning
or rcladng-to fine property,-busine5s-anti affairs of Customer. Unless shell Confidtaidal Information was previously known to the Company free of any obligation to ktep it confidential„is subsequently anode
pnb]is by die Customer tit by a third party living a legal-right to taker such disclosure,or was knowui to the Company prior to lecciot of same from the Customer,it shall be held in confidtnee by the Company
lind shafl be. ed'anl fortlle a provided for in Ibis Agrcementw The•Cotnparn°shall use the same degrte-o€care to safcguardribe Confidential lttfdnnat"sorE'ofCAStotiier as lrulilizes to-s hard its own-
Coafidertnaf Information
. ps y p tposes
4. Lhadlility&Limitation of Darnnges-The Company shall not be liable for any loss of or damage to stored inaderini,however cautsed,+niless such loss or damage resulted from flee failure by tie Company Ice
Cxercist aoch care in regard thereto as a reasonably careful person would cxerci:;e,under like circumstaricts,die Company is nor liable for lass or damaCrt which could not have beta avoided by the exercise of
such care_.It liable.dhe•anuoant or the Company's damage.is.tialked as provided an dtp.rratu page hamuL Deposited materials art not insured by tie Company against loss or damage,however caused
Cusromet may insure:deposits through third-puffy insurers for any arnourtt,including amounts in excess o.the limitation or liability. Customer shall cause its insurers of stored materials to veai4oi luiy right of
suliro®;tiara against the Company. In no event shall the Company"be liable for any consequential or incidental damages.
S. ' Notice of Claim and Filing br5ui[ .. .. ....a_.. - p.
A. Claims by Costumer ane5t be presented in writing in dire Company within a n'L'8501nrltle tlnit,'and in no event iariger llllm 60 do%-.tatter delivery or r'etem of ilia stored mnierial in Customer or 60 allays after
Container is notified by due Company drat loss,damage or debt ruction to pan or ail of the storcd material has occurred
B. NA lilty be i Customer others lY r s al notified c $ r in i p ( xis
secto ral iudess such aG n ps commencedei®herwitliin nine monthsafe !)the date of del°very ou return bvthe Conranor(i)Cite t ate Castmrer is dial less,damage o destuctntopart ors"
ofst:red material has accented,
C. When stored mviedill Iasi been lost,dwtingcd or destroyed and ties not been delii;cred or retiamed to Cu2cmusr,notice thereol'maybe i'ven by mailing a cenified'iatter to Customer ir.the cvenl notice of
loss,dmmrige or destrulAimp is green try errilled inccr,die urns:limitation for pi'tsen UdiCn of a chant and commenctr uesit ofaction or yuii liC°ins?'tap dh L'date°of milihng litY+ari•li notice by die Company
G. pa`dent-Payment tuns are stet,fury days. if Customer lairs to flay the charges of die Compa ryfler a petiudofforty-five days eticr Ilia.date of the invoice,die Conlin ny may,after giving Ceti business days'
zdatitc by certified mail,at at.'°option(a)redeliver the soured material In Cestalho^_r at 115 address hereili,or(b)refuse access n Shred marCrial. Cllatnmel Affil lui lahblo ror aie Isere dinrgCs at the rate of r5%per
a6in',im,cumpuuarled ototalliy,and ail expenses incurred in collecting chvll•s which are in arrears,including reasonable anurioeyS!'tees. If a Customer 1$ranslslemly¢ellregateitq(defined as.bciug]art in I..
payment corany i or atn ue invoices in a!2-luomh period)and uporu ilia txpirliiev or wraninadon or.his Agreerpent ale Cornpany rosy mottin'e 1paynieht b:•certified check prim to 11divety tit stoical mar:Tials.
Mlle Company sban have,and okay tAcicrsr,all rights,totaled in warthousemcn by the unifuim('ontmorciat Code as adopted in the slatz where tire deposits out siou-&-and Ahe iosupiruy shall have such'odler
rights and rem-dies as may lae'prro'sided by late, if Customer is in amain on fc s for a perical or sib irsonths or longer,fllk C6rtipany may'drstzoy°tht iiepasi'ted materin�stcii'tausunes>d+,s rife--:`t°rittpn iroticu 6y
certified mobil addrtssed to Cusromer's asost,reccut address in the Company's records in the eveni.the Company takes Any nctiom;pursuant in this Section,it:shrdl hmvt,nrr liahil'try to Customer or anyone
rlainlelhy'by or lhroubla Ctetomer. Nwhisig hereior Aall preclude the Company from pursuing other mancdits atn!hari2ed my"stet+rte or cthcru°lac:AD vFsttnc�s for srrviees rendered or 1 be rendered and slarcgc
fees throng ppeinlanent rtmoval,including account closure fees,shall be paid by Cnittomer prior to'delivtry of Customer's records aC.expuadmi+of the octtn:
Destruction of IIvta«Customer releuses the Cumpmty!rout all liability by rensor.of for de.frncdon cf storcd matcnial pursuant tai Cnsloriser°s-tvritteni[irectioa'
L. Nobles.Any notice mare pursuant to dots Agreement.niny be given dt made in writing at the addresses set out on the front fide hereof unrii written nutien of a..hangc of address has been reLtived. Notices tic
Cornpany'sliall-Im sent toihc ancitian ofirs eieurml Munger.:'
9, On acrchip Wigirrinty-Customer warrants that it is the CWAttr Ortega]Castellani of the storcd material and'has fulLa t3tbority.to.suire'said`ruiaterinl and Ilircef its disposidmag.in a,cordallacerisith titre teens of iltis
A yr ceiricul. -
! ?'° i
t 0. lnaletnnlCita[aan-
Customer rgrac.+io fully indemnify and hold harruess the Company and its dauployc:s and agents for any liability,cost or expense(iuchaling Chiguriutt expenses and reasonable apornays°
feaq arising out of(i)th6'•Ca,npany's'possession of Customter s'stored materials,)(ii),Cnslor° r's!Urcaeh of any:r".is or'provikions,of this'Agreement.or(ill)the Company's relations with'Customer or third
pa tics pursuant to this Agreement,maless caused solely by tie negligence or whiful misconduct oFihe Company,
.. ` .alt.-.:.,.._ ,
11. Resuiedans on Stared Material,Cnstonler Premises-Cnsu ier shali Wit;at any tirnc;store with ore Company mattrial considered to be h®?ify{lamittablc,explosive,toxic,or othenvisc danyuoets or utn.,afr
to store or handle,or any material tv ich:ts. ulatul:umlrr•pn}'.federal.or.sevic Iat4 or reguiaton whaling tali the cnvirotuncnt or hurardous materials. Cusuhner shall not store nekotablc insmupnents,jewelry,
check stock, deket stock°or'odlo r items which have1mi`ins]c maiket`vilue. All Customers premises where the Company s'ciroployecs'perform services or make deliveries hettunder shlifi be free or all
h uus substances and any other'hazardous.or dararerous conditions,
t?. MWIficii 6on""ignment-110s Agreement binds the heirs,executors,successors and assigns of the respective ponies and cannot be changed orally. This Agreement may not be assigned by Customer(other
than to alt affiliate which shall nssmne the obligations of its assignor by written instrument)without the wiinetr consent of Compasay,which shall not be unreasonably,willobeld or delayed.
1 t)n°ttnitierl;;i1'ilsccliancous
A, Reference to Our Company shall these Iron Mountain Rccords Management,[tic or its arfpliare identified ooh Schedule A.
Company rot storage during the term of this Agreement shall be subject w tits terms and conditions thereof, y Company deposited material delivered by Customer to the
B. Referrer to"storcd dcpostts'or"de osiacd maternal shall i;elude all'doctrmrttts, records or otter material stored h the Com pan for Customer. Ail such
C. This Agrcemcmt,together kith the artached Schedule A represents the eudre agreement between die Cntrtllany aatd Customer rued may not be amended or modified without an Amendment to this Agreement
sii_'ned by both the Company and the Customer. Any alternative or additional Ettrias and conditions proposed by die Customer not expressly set forth in an Amendment to this Agreement signed by rho Company
one hereby rejected by the Company,.
m
Copyright 0 2000,Iron Mountain Records Management.Inc.
City of El Segundo
CONTRACTOR: 1 CO N M o VAJ ta.t.J DATE MAILED: M A 1 (0, Z00 I
Below you will find a checklist relating to Insurance and other requirements that are included with the attached City's Professional
Services Agreement(Contract). Only those items checked off are required,however 9your standard policies exceed the minimum
requirements please include. For complete Insurance and other requirement language see pertinent sections inside attached
,P t.
-roffessional Services Agreement
L� Comprehensive General Liability, including coverage for premises, products and completed operations,
independent contractors, personal injury and contractual obligations with combined single limits of coverage of at
least II.000,000 per occurrence.
Auto Liabili , including owned, non-owned and hired vehicles with:
❑ At least$1.000.000 per occurrence.
❑ At least$100,000-300~000 per occurrence.
As required by State Statutes. A copy of your current policy must be submitted naming yourself and or
your company.
[� Workers' Com ensation Insurance: as required by State Statutes. (Not needed if Self-employed with no
employees and CONTRACTOR signs statement to this effect.)
❑ Errors & Omissions or Malpractice or Professional Liability: depending on type of contracttservice. At least
$1.000.000 per occurrence.
L`s Business License:The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall
or purchase said license(at no cost to the City). See attached instructions and application on pages 15-16.
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Community, Economic and Development
Services Department if appropriate. Call Building Manager @(310) 524-2345 if you have questions.
❑ Copy of valid picture I.D. (Drivers license etc.)
PLEASE NOTE:ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE
ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING
AGENT,THUS AUTHORIZING COMMENCEMENT OF WOR K FOR THE CITY.
Submitted by (complete all blanks: COLOR COPY REQUIRED BACK TO THE CITY
Company Name: By (Print name&title):
Company Street Address: Signature•
13qo E. 6 ra 5
City, State, Zip: Date: I//jj
/C,S 4A)4,fELxS C,.,4 CtDd� /f(4d-,;i 6)14 QVC,/
Phone: FAX:
13-J3C -•.)I S0 a13-- 4 33- 7LY0
Email: � Web site:
i^'l�!'FsS i IC'Gi1 rgUC)�17-6�:n- co: C li rtcc::it�f r1, ,�a+1
You can reach the Purchasing Agent with questions at (310) 524-2339 or e-mail : rho4ateC7a.elsegundo.org.
The City of El Segundo-City Clerk's office is located 350 Main Street—Room 5, El Segundo, CA 90245-3895.
PSA Originator/Contact: J R c l and �o �fG Date PSA process initiated:
Department Head Approval: X X&ell Date Approved: —
Finance Director or designee approval: Date Approved:
c Business License;City Clerk;Purchasing Agent;Requesting Dept.- NOA/ I'-Ee.0 fi
Professional Services Agreement-Under$10,000 value