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HomeMy WebLinkAbout2008 CON Iron Mountain - Document StorageIRON MoUN TAIN The Leader in Records & Information Management CUSTOMER AGREEMENT 114 Iron Mountain Entity (check one) Cron Mountain Records Management, Inc. 0 Iron Mountain Off -Site Data Protection , Inc. Address of Iron Mountain Branch/District Office: T 1? 17 i r - / If l fG _,i f Contract Effective Date: ?ill!, El Iron Mountain Confidential Destruction LLC FOR IRON MOUNTAIN PURPOSES ONLY Account Number: Branch/District Cost Center No.: SIC Code: t�1 y- VJ Customer: // / Billing Address (If Different): Street Address: / ,• f- A,:�-,/nr '" 0 I ./ i Street or Box No.: City: State: Zip + 4: ` City: State: Zip + 4: Primary Contact and Title: f , c--; %. -.-.-- t ate. i i 1---4 — a.- . !- a CC` i <•_ r 14- Billing Contact: lephone: Fax: ` ..-Mail Address: '' I " =; a — =4-2 "a', re Telephone: E-Mail Address: Fax: The Iron Mountain entity checked above, as the contracting entity ("Iron Mountain"), will perform the services described on schedules annexed to this Agreement either physically or by reference (each a "Schedule"), and Customer will pay Iron Mountain for such services according to the rates and provisions in the Schedules. All services will be provided subject to the terms and conditions below and on the reverse hereof and in any Schedule. VALUE OF DEPOSITS. Customer declares, for the purposes of this Agreement, that (a) with respect to hard -copy records, microfilm and microfiche stored pursuant to this Agreement, the value of such stored items is $1.00 per carton, linear foot of open -shelf files, container or other hard -copy storage unit, and (b) with respect to round reel tape, audio tape, video tape, film, data cartridges or data cassettes or other non -paper media stored pursuant to this Agreement, the valve of such stored items is limited 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. Iron Mountain's liability, if any, for loss or destruction of or damage to materials stored with Iron Mountain ("Deposits") is limited to the value of each Deposit as described above, or as otherwise set forth on the reverse side hereof. Iron Mountain reserves the right to provide replacement of media for which liability is limited to replacement cost rather than payment of replacement cost. Iron Mountain's liability with respect to services not related to storage is the amount paid by Customer for a discrete project or, if Tess, six months of fees paid by Customer for such service. Other limitations on Iron Mountain's liability are set forth on the reverse side of this Agreement CUSTOMER: IRON MOUNTAIN Individual Signing [print name]: 1 . L :i; ,)A .. L.'` / Individual S rint name 1,Yi‘iA!lf fr Afr f'`(r .•y,=C 1'_✓_r Signature: J;'J�lLIl in Signature: �_,.. i .(_. . lr ri. ,.lif /, r✓-t�'L- t+- f Title Title: '}; Aug Dateil - 1 ILIi9'G ID !lea sery twrr• rt.? n,nn-1n . ........ .,.�.,,- �__-- Signing Date: j -, f,' i �. -. - -. IM-3 © 2001 imn Mountain Incorporated - LRON MOUNTALN DISTRICT' Confidential Page 2 SCHEDULE A RECORDS MANAGEMENT PROGRAM PRICING SCHEDULE This Pricing Schedule is incorporated into and made part of the Customer Agreement ("Agreement") between Iron Mountain Information Management, Inc., (the "Company" or "Iron Mountain") and CITY OF NATIONAL CITY, (the "Customer"). Please see our Customer Information Center at cic.ironmountain.com for a Glossary with definitions of the terms used in this Pricing Schedule and an explanation of how "Linear Foot" and "Cubic Foot" are determined for billing purposes. Billable sizes for non standard Cartons are determined on the basis of displacement of space in comparison to a Standard Archive Carton and are larger than the physical size, Inaddition, 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 Records Management Pricing Schedule supersedes and terminates any prior Records Management Pricing Schedule and/or Schedule A existing between Iron Mountain and the Customer for the account(s) noted below. Effective Date District Name/Number Customer Name Customer Number July 1, 2008 San Diego - 01322 CITY OF NATIONAL CITY SD192 STORAGE Storage at Iron Mountain facilities of Customer records ("Deposits" or "Items".) Description Price Per Carton Storage Storage Minimum $0.366 Cubic Foot $125.00 Month Storage charges are billed monthly in advance. PROGRAM MANAGEMENT SERVICES Regular Services are provided between 8:00 AM and 5:00 PM, local time, Monday through Friday, excluding holidays. Receiving and Entering Cartons — Receipt of new cartons for storage. Description Carton Price Per 81.73 Cubic Foot Retrievals/Refifes — Temporary removal of items from, or return of Items to, storage. Retrieval service may be "Regular" or "Rush". Description Price Per Regular Retrieval - Carton $2.87 Cubic Foot Regular Refile - Carron $2.87 Cubic Foot Regular Retrieval - File from Carton $4.31 File Regular Refile - File to Carton S4.31 File Regular [nterfile - File $3.56 Each Rush Retrieval - Carton $5.85 Cubic Foot TBD: To he determined, call for quote Confidential page 3 PROGRAM MANAGEMENT SERVICES (CONTINUED) Description Rush Retrieval - File from Carton Price Per $8.78 File Archival Destruction — Retrieval, documentation, preparation, and secure shredding of Items stored at Iron Mountain. Description Price Per Archival Destruction Service -Carton $2.87 Cubic Foot plus Regular Retrival Charge Archival Destruction Service -File by Canon $2.98 File plus Regular Retrieval Charge Permanent Withdrawal — Retrieval, documentation, and preparation at Iron Mountain loading dock for permanent removal of Items stored at Iron Mountain facilities. Description Price Per Pemranent Withdrawal - Carton $2.87 Cubic Foot plus Regular Retrieval Charge Permanent Withdrawal - File $2.84 File plus Regular Retrieval Charge Miscellaneous Services — Charges for Services not specifically listed on this Pricing Schedule, or at cic.ironmountain.com/additionalservices, are charged on the basis of hourly Iabor, in fifteen minute increments, plus materials consumed. Description Price Per Labor $51.63 Hour Minimum Service Order Charge — Minimum charge for an Order, excluding transportation related services. Description Price Per Minimum Service Order Charge S7.93 Order Management Services are billed monthly in arrears. Individual Listing of Files Data entry of file descriptions into Iron Mountain database. Description Price Per Individual Listing $0.34 File Additional Services beyond those listed in this Pricing Schedule are available. For services descriptions, please go to Additional Services at cic.ironmountain.comladditionalservices. T BD: To be determined, call for quote SU79?-3 Confidential Page 4 TRANSPORTATION SERVICES Regular Delivery Service Next Day Delivery — Order by 3:00 PM for delivery next Business Day. $18.14 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Half Day Delivery Order by I0:00 AM for delivery same Business Day; or Order by 3:00 PM for delivery next Business Day by 12:00 PM. $27.72 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Rush Delivery Service Rush DeliveryBusiness Day — Delivery within 3 hours of placement of order (for orders received not later than 2:00 PM) on a Business Day. $60.48 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Rush Delivery - Weekends/Holidays/After Hours — Delivery within 4 hours of placement of order. $ 122.19 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Pickup Service Regular Pickup — Pickup orders placed before 4:00 PM on a Business Day will be picked up within the following two Business Days. $18.14 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Rush Pickup - Business Day — Pickup orders placed before 4:00 PM on a Business Day will be picked up on the following Business Day. $60.48 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot TBD: To be determined, call for quote SDl92-4 Confidential Page 5 TRANSPORTATION SERVICES (CONTINUED) Fuel Surcharge Policy A Fuel Surcharge is applied monthly based upon changes in the price of diesel fuel as published by the US Department of Energy. This charge is calculated monthly and included as a percentage of transportation related service charges. The current monthly Fuel Surcharge information can be found on the website at cic.ironmountain.com/FuelSurcharge_ Transportation Services are billed monthly in arrears. All other services, not specifically listed, will be charged at Iron Mountain's then current rates. TBD: To be determined, call for quote SDI9_>-5 STANDARD TERMS AND CONDITIONS (Based on terms and conditions promulgated by profession Records and Information Services Management, Inc.) The following terms and conditions shall apply to this Agreement 1. Terms. The term of this Agreement shall commence on the date of Customer's signature or, if later, the Effective Date set forth on the front side of this Agreement. The initial term of this Agreement shall continue for one (1) year after commencement unless otherwise set forth in a Schedule. Unless otherwise provided in a Schedule, 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 Tess than thirty (30) days prior to the expiration date. In the event that Iron Mountain continued to hold Deposits after the expiration or termination of this Agreement, the terms of this Agreement shall continue to apply and all of Customer's Deposits have been removed from Iron Mountain's facility, except that Iron Mountain may adjust rates upon thirty (30) days' notice. 2. Charges. Rates and charges shall be specific in Schedules. Unless otherwise provided in a Schedule (i) rates for storage shall remain fixed for the first year of this Agreement, and may thereafter be changed at any time upon thirty (30) days' written notice, and (ii) rates for services may be adjusted by Iron Mountain at any time. 3. Principal Records Services Provider. The charges for records management and storage set forth in the Schedules are predicated upon the expectation that Customer will utilize Iron Mountain as its primary commercial provider of records service and storage (for paper and/or magnetic media, as applicable) for Customer's locations identified on the Schedules including accretion in records, during the term of this Agreement. In the event that Customer does not so utilize Iron Mountain's services, Iron Mountain reserves the right to adjust rates and charges to the standard list rates and charges then applicable to the services provided by Iron Mountain to Customer. 4. Authorization; Customer Instructions. Deposits may be delivered pursuant to direction of Customer's agents identified pursuant to Iron Mountain'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 for, or disposal or removal of Customer's Deposits. Such orders may be given in person, by telephone or in writing (fax, electronically or hard -copy). 5. Operational Procedures. Customer shall comply with Iron Mountain's reasonable operational requirements, as modified from time to time, regarding containers, delivery/pick-up, volumes, security, access, and similar matters. Customer acknowledges that volume requests that exceed one hundred twenty- five percent (125%) of normal volume may require Iron Mountain to incur additional costs, which Customer will pay at Iron Mountain's overtime rates, provided that Iron Mountain shall have advised Customer thereof in advance. 6. Force Majeure. Iron Mountain shall not be liable for delay or inability to perform caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays or other causes beyond its control. 7. Governmental Orders. Iron Mountain is authorized to comply with any subpoena or similar order related to the Deposits, provided that Iron Mountain notifies Customer promptly upon receipt thereof unless such notice is prohibited by law. Customer shall pay Iron Mountain's reasonable charges for such compliance. Iron Mountain will cooperate with Customer's efforts to quash or limit any subpoena, at Customer's expense. 8. Confidentiality. "Confidential Information" means any information concerning or relating to the property, business and affairs of Customer that is furnished to Iron Mountain, except for information that was previously known to Iron Mountain free of any obligation to keep it confidential, is subsequently made public by Customer or is disclosed by a third party having a legal right to make such disclosure. Confidential Information shall be held in confidence by Iron Mountain and shall be used only in the manner contemplated by this Agreement. Iron Mountain shall use the same degree of care to safeguard Confidential Information as it utilizes to safeguard its own confidential information. 9. Liability in Event of Loss of Stored Material. Iron Mountain shall not be liable for any loss or destruction of, or damage to, Deposits, however caused, unless such loss or damage resulted from the failure of Iron Mountain to exercise such care as a reasonable careful person would exercise under like circumstances; Iron Mountain is not liable for loss or damage which could not have been avoided by the exercise of such care. If liable, the amount of Iron Mountain's damages is limited as provided on the front page hereof. Deposits are not insured by Iron Mountain against loss or damage, however caused. Customer may insure Deposits through third -party insurers for any amount, including amounts in excess of the limitation of liability. Customer shall cause its insurers of Deposits to waive any right of subrogation against Iron Mountain. If Deposits are placed in the custody of a common carrier for transportation, the common carrier shall be solely responsible for any loss or destruction of, or damage to, such Deposits while in the custody of the common carrier. 10. No Product Warranty. Iron Mountain hereby assigns to Customer any manufacturers' warranties applicable to any products sold by Iron Mountain pursuant to this Agreement. Iron Mountain provides no warranties related to products sold. WITH RESPECT TO PRODUCTS SOLD BY IRON MOUNTAIN TO CUSTOMER, IRON MOUNTAIN MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 11. Liability with Respect to Non -Storage Services. With respect to services no related to storage of Deposits, Iron Mountain's maximum liability for any loss or default shall be: (i) if such loss or default relates to a discrete project, the total fees paid by Customer to Iron Mountain for such project; or (ii) if such loss or default arises from services that are of an ongoing and continuing nature, the total amount of fees paid by Customer to Iron Mountain for the performance of such services during the immediately preceding six-month period. 12. Liability with Respect to Confidential Destruction (by Iron Mountain Confidential Destruction, LLC). Iron Mountain shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in bins or otherwise delivered to it for destruction unless the release or loss is due to Iron Mountain's gross negligence or willful misconduct. Iron Mountain's maximum liability for any and all of claims arising with respect to confidential destruction service shall not exceed the aggregate amount paid by Customer with respect to Iron Mountain Confidential Destruction services provided during the six (6) months preceding the event which gives rise to the claim. 13. No Consequential Damages, etc. In no event shall Iron Mountain be liable for any consequential, incidental, special or punitive damages, regardless of whether an action is brought in tort, contract or any other theory. 14. Notice of Claims. Claims by Customer must be presented in writing within a reasonable time, and 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 that Toss, damage or destruction to part or all of the Deposits has occurred. 15. Filing of Actions. No action may be maintained against Iron Mountain for loss, damage or destruction of Deposits, unless timely written claim has been given as provided in Section 14, and unless, such action is commenced either within one (1) year after (i) the date of delivery or return of the Deposits by Iron Mountain or (ii) the date Customer is notified that loss, damage or destruction to part or all of the Deposits has occurred. 16. Notice of Loss. When Deposits have been lost, damaged or destroyed, notice thereof may be given by mailing a certified letter (return receipt requested) to Customer. 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 Customer's receipt of such notice. 17. Payment. Payment terms are net thirty (30) days. If Customer fails to pay Iron Mountain's charges (other than disputed charges) within forty five (45) days after the date of an invoice, Iron Mountain my, at its option: (a) refuse access to Deposits, (b) suspend service, (c) redeliver Deposits to Customer or (d) terminate this Agreement. Customer shall be liable for late charges at the rate of fifteen percent (15%) per annum, compounded monthly, on unpaid balances and all expenses incurred in collection, including reasonable attorney's fees. If Customer is consistently delinquent (defined as being late in payment of any three (3) or more undisputed invoices in a 12-month period) and/or upon the expiration or termination of this Agreement, Iron Mountain may require payment by certified check prior to performance of services, including delivery of Deposits. Upon default by Customer, Iron Mountain shall have other rights and remedies as may be provided by law. In the event Iron Mountain takes any action pursuant to this Section, it shall have no liability to Customer or anyone claiming by or through Customer. 18. Ownership Warranty. Customer warrants that it is the owner or legal custodian of the Deposits and has full authority to store the Deposits and direct their disposition in accordance with the terms of this Agreement. Customer shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable legal fees) by reason of Iron Mountain's complying with the instructions of Customer in the event of a dispute concerning the ownership, custody or disposition of Deposits stored by Customer with Iron Mountain. 19. Restrictions on Stored Materials: Customer Premises. Customer shall not store with Iron Mountain any material that is highly flammable, explosive, toxic or otherwise dangerous or unsafeto store or handle, or any material which is regulated under any federal or state law or regulation relating to the environment or hazardous materials. Customer shall not store negotiable instruments, jewelry, check stock or other items that have intrinsic value. All Customer's premises where Iron Mountain's employees perform services or make deliveries hereunder shall be free of hazardous substances and any other hazardous or dangerous conditions. 20. Software Licenses. If access to or use of Iron Mountain inventory management software and computer programs (the "Software") is provided hereunder as set forth in a Schedule, Iron Mountain hereby grants Customer a limited, nonexclusive license to use the Software solely in conjunction with records storage services provided by Iron Mountain during the term of this Agreement. Customer acknowledges that all Software and the inventory management system comprised of the Software belong to Iron Mountain. During the term of this Agreement, Iron Mountain shall have the exclusive right to use Deposit inventory information to provide records management services to Customer, upon expiration of this Agreement, Iron Mountain shall have the right to maintain inventory information for record -keeping purposes. 21. Modifications to Add Customer Locations Services. In the event that Customer locations or lines of service are added to or deleted from this Agreement, the term of this Agreement shall not change unless the parties so agree. Pricing adjustments for all Customer's locations and/or services under this Agreement may be made on dates pricing adjustments are permitted under Section 2, regardless of the dates when new locations or services are added. Any modification of Customer locations serviced or lines of services provided will be effected by an amendment of this Agreement or a Schedule. 22. Performance of Services by Subsidiaries. Certain lines of service may be performed by a subsidiary of Iron Mountain Incorporated other than the entity identified as the contracting party at the head of this Agreement. In such event, such subsidiary will perform such service as a subcontractor to the Iron Mountain contracting entity. The subcontracting entity may invoice Customer directly, but the original Iron Mountain contracting entity will remain liable for all services performed for Customer. 23. Miscellaneous. This Agreement binds the successors and assigns of the respective parties and cannot be changed orally. This Agreement may not be assigned by the Customer (other than to an affiliate which shall assume the obligations of its assignor by written instrument) without the written consent of Iron Mountain, which shall not be unreasonably withheld or delayed. Any notice made pursuant to this Agreement may be given in writing at the addresses sent out on the front side hereof until written notice of change of address has been received. Notices to Iron Mountain shall be sent to the attention of its General Manager at such address. Iron Mountain 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. In the event of inconsistency between these printed Terms and Conditions and the terms of a Schedule,. the Schedule shall prevail. City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE December 2, 2008 19 AGENDA ITEM NO. %ITEM TITLE RESOLUTION APPROVING AN AGREEMENT WITH IRON MOUNTAIN, INC. FOR THE STORAGE OF VITAL CITY RECORDS AND DOCUMENTS. PREPARED BY Michael R. Dalla DEPARTMENT City Clerk EXT. EXPLANATION See attached report. L 1 Environmental Review XX N/A MIS Approval "Financial Statement None >STAFF RECOMMENDATION Adopt the Resolution. Approved By: Finance Director Account No. BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No. 1. Report 2. Resolution 3. Agreement 4. Pricing Schedule A-200 (Rev. 7/03) REPORT The City Clerk's Office has been storing vital City records and documents (Minutes, Ordinances & Resolutions) off -site at a secure records storage facility operated by Iron Mountain for the past five years. The purpose of the off -site storage is to protect our vital records and documents in the event of a fire or natural disaster by storing them in a secure, environmentally friendly, climate controlled facility away from City Hall. An additional benefit of off -site storage is to free up limited storage space available in City facilities. All of the records stored at Iron Mountain by the City Clerk's Office are first digitally scanned into our records management system. That allows the records to be accessed and utilized without the need to have the originals on site. The cost to the City for storage is based on the number of boxes stored or a minimum of $125.00 per month, whichever is greater. The fee schedule is updated periodically. Currently the City pays the minimum monthly amount of $125.00. That amount will increase over time as additional boxes are added. Funds have been approved in the budget for the service provided. The agreement automatically renews on an annual basis unless written notice is delivered 30 days prior to the anniversary date. The City Council previously approved in concept the off -site storage of vital records and documents; however, no formal action has been taken regarding our existing arrangement with Iron Mountain. In keeping with the City's efforts to review and memorialize all existing on -going contracts and agreements it is recommended that the City Council adopt a Resolution approving our Customer Agreement with Iron Mountain. IRON MOuNTAiN" The Leader in Records & Information Management CUSTOMER AGREEMENT Iron Mountain Entity (check one) Iron Mountain Records Management, Inc. Iron Mountain Off -Site Data Protection , Inc. Address of Iron Mountain Branch/District Office: + ?c, t' .ram 3? I l I Contract Effective Date: - : 1t Iron Mountain Confidential Destruction LLC FOR IRON MOUNTAIN PURPOSES ONLY Account Number: 1: Branch/District Cost Center No.: r:r SIC Code: / Customer: / �� ( , 1 %td <:i i• / iii. r r ' 1 r::_t- : ✓ Billing Address (If Different): -� i5..i-.. �, _._. Street Address: i .. ....) Street or Box No.: City: State: Zip + 4: ` i-:--. 1 . i C. _ ..- iO City: State: Zip + 4: Primary Contact and title: '`-.1.c..:.,.. I 'r":::tlt_;h - C.4..-t 1rl . Billing Contact: ephone: Fax: f Rail Address: '1 1 '" :; _-' .'-' -- 4? 2. Telephone: E-Mail Address: Fax: The Iron Mountain entity checked above, as the contracting entity ("Iron Mountain"), will perform the services described on schedules annexed to this Agreement either physically or by reference (each a "Schedule"), and Customer will pay Iron Mountain for such services according to the rates and provisions in the Schedules. All services will be provided subject to the terms and conditions below and on the reverse hereof and in any Schedule. VALUE OF DEPOSITS. Customer declares, for the purposes of this Agreement, that (a) with respect to hard -copy records, microfilm and microfiche stored pursuant to this Agreement, the value of such stored items is $1.00 per carton, linear foot of open -shelf files, container or other hard -copy storage unit, and (b) with respect to round reel tape, audio tape, video tape, film, data cartridges or data cassettes or other non -paper media stored pursuant to this Agreement, the value of such stored items is limited 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. Iron Mountain's liability, if any, for loss or destruction of or damage to materials stored with Iron Mountain ("Deposits") is Limited to the value of each Deposit as described above, or as otherwise set forth on the reverse side hereof. Iron Mountain reserves the right to provide replacement of media for which liability is limited to replacement cost rather than payment of replacement cost. Iron Mountain's liability with respect to services not related to storage is the amount paid by Customer for a discrete project or, if less, six months of fees paid by Customer for such service. Other limitations on Iron Mountain's liability are set forth on the reverse side of this Agreement CUSTOMER: � I .._ I I sA r..- rtj�ir /i), ',c_1 C 1 I •1 IRON MOUNTAIN Individual Signing [print name]: I Individual Signing.Iprint \j name] , ,... r- r ' , 1 t\ j Signature: " ' r ; Y Signature I y /` .j/ Title: .} % y.,,.r Title:, f ingDate'�! _ lll'4 ei1 %.. Signing Date: 1 - �r�}fi 1 A.:-,:i. a,- :/%- WHITE -IRON MOUNTAIN CORPORATE Qvi-31 © 2001 Iron Mountain Incorporated CANARY - CUSTOMER PINK - IRON MOUNTAIN DISTRICT' STANDARD TERMS AND CONDITIONS (Based on terms and conditions promulgated by profession Records and Information Services Management, Inc.) The following terms and conditions shall apply to this Agreement 1. Terms. The term of this Agreement shall commence on the date of Customer's signature or, if later, the Effective Date set forth on the front side of this Agreement. The initial term of this Agreement shall continue for one (1) year after commencement unless otherwise set forth in a Schedule. Unless otherwise provided in a Schedule, 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 thirty (30) days prior to the expiration date. In the event that Iron Mountain continued to hold Deposits after the expiration or termination of this Agreement, the terms of this Agreement shall continue to apply and all of Customer's Deposits have been removed from Iron Mountain's facility, except that Iron Mountain may adjust rates upon thirty (30) days' notice. 2. Charges. Rates and charges shall be specific in Schedules. Unless otherwise provided in a Schedule (i) rates for storage shall remain fixed for the first year of this Agreement, and may thereafter be changed at any time upon thirty (30) days' written notice, and (ii) rates for services may be adjusted by Iron Mountain at any time. 3. Principal Records Services Provider. The charges for records management and storage set forth in the Schedules are predicated upon the expectation that Customer will utilize Iron Mountain as its primary commercial provider of records service and storage (for paper and/or magnetic media, as applicable) for Customer's locations identified on the Schedules including accretion in records, during the term of this Agreement. In the event that Customer does not so utilize Iron Mountain's services, Iron Mountain reserves the right to adjust rates and charges to the standard list rates and charges then applicable to the services provided by Iron Mountain to Customer. 4. Authorization; Customer Instructions. Deposits may be delivered pursuant to direction of Customer's agents identified pursuant to Iron Mountain'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 for, or disposal or removal of Customer's Deposits. Such orders may be given in person, by telephone or in writing (fax, electronically or hard -copy). 5. Operational Procedures. Customer shall comply with Iron Mountain's reasonable operational requirements, as modified from time to time, regarding containers, delivery/pick-up, volumes, security, access, and similar matters. Customer acknowledges that volume requests that exceed one hundred twenty- five percent (125%) of normal volume may require Iron Mountain to incur additional costs, which Customer will pay at Iron Mountain's overtime rates, provided that Iron Mountain shall have advised Customer thereof in advance. 6. Force Majeure. Iron Mountain shall not be liable for delay or inability to perform caused by acts of God, governmental actions, labor unrest, riots, unusual traffic delays or other causes beyond its control. 7. Governmental Orders. Iron Mountain is authorized to comply with any subpoena or similar order related to the Deposits, provided that Iron Mountain 3 notifies Customer promptly upon receipt thereof unless such notice is prohibited by law. Customer shall pay Iron Mountain's reasonable charges for such compliance. Iron Mountain will cooperate with Customer's efforts to quash or limit any subpoena, at Customer's expense. 8. Confidentiality. "Confidential Information" means any information concerning or relating to the property, business and affairs of Customer that is furnished to Iron Mountain, except for information that was previously known to Iron Mountain free of any obligation to keep it confidential, is subsequently made public by Customer or is disclosed by a third party having a legal right to make such disclosure. Confidential Information shall be held in confidence by Iron Mountain and shall be used only in the manner contemplated by this Agreement. Iron Mountain shall use the same degree of care to safeguard Confidential Information as it utilizes to safeguard its own confidential information. 9. Liability in Event of Loss of Stored Material. Iron Mountain shall not be liable for any loss or destruction of, or damage to, Deposits, however caused, unless such loss or damage resulted from the failure of Iron Mountain to exercise such care as a reasonable careful person would exercise under like circumstances; Iron Mountain is not liable for loss or damage which could not have been avoided by the exercise of such care. If liable, the amount of Iron Mountain's damages is limited as provided on the front page hereof. Deposits are not insured by Iron Mountain against loss or damage, however caused. Customer may insure Deposits through third -party insurers for any amount, including amounts in excess of the limitation of liability. Customer shall cause its insurers of Deposits to waive any right of subrogation against Iron Mountain. If Deposits are placed in the custody of a common carrier for transportation, the common carrier shall be solely responsible for any loss or destruction of, or damage to, such Deposits while in the custody of the common carrier. 10. No Product Warranty. Iron Mountain hereby assigns to Customer any manufacturers' warranties applicable to any products sold by Iron Mountain pursuant to this Agreement. Iron Mountain provides no warranties related to products sold. WITH RESPECT TO PRODUCTS SOLD BY IRON MOUNTAIN TO CUSTOMER, IRON MOUNTAIN MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 11. Liability with Respect to Non -Storage Services. With respect to services no related to storage of Deposits, Iron Mountain's maximum liability for any Toss or default shall be: (i) if such loss or default relates to a discrete project, the total fees paid by Customer to Iron Mountain for such project; or (ii) if such loss or default arises from services that are of an ongoing and continuing nature, the total amount of fees paid by Customer to Iron Mountain for the performance of such services during the immediately preceding six-month period. 12. Liability with Respect to Confidential Destruction (by Iron Mountain Confidential Destruction, LLC). Iron Mountain shall not be responsible or liable in any manner whatsoever for the release or loss of any materials deposited in bins or otherwise delivered to it for destruction unless the release or loss is due to Iron Mountain's gross negligence or willful misconduct. Iron Mountain's maximum liability for any and all of claims arising with respect to confidential destruction service shall not exceed the aggregate amount paid by Customer with respect to Iron Mountain Confidential Destruction services provided during the six (6) months preceding the event which gives rise to the claim. 13. No Consequential Damages, etc. In no event shall Iron Mountain be liable for any consequential, incidental, special or punitive damages, regardless of whether an action is brought in tort, contract or any other theory. 14. Notice of Claims. Claims by Customer must be presented in writing within a reasonable time, and 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 that loss, damage or destruction to part or all of the Deposits has occurred. 15. Filing of Actions. No action may be maintained against Iron Mountain for loss, damage or destruction of Deposits, unless timely written claim has been given as provided in Section 14, and unless, such action is commenced either within one (1) year after (i) the date of delivery or return of the Deposits by Iron Mountain or (ii) the date Customer is notified that loss, damage or destruction to part or all of the Deposits has occurred. 16. Notice of Loss. When Deposits have been lost, damaged or destroyed, notice thereof may be given by mailing a certified letter (return receipt requested) to Customer. 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 Customer's receipt of such notice. 17. Payment. Payment terms are net thirty (30) days. If Customer fails to pay Iron Mountain's charges (other than disputed charges) within forty five (45) days after the date of an invoice, Iron Mountain my, at its option: (a) refuse access to Deposits, (b) suspend service, (c) redeliver Deposits to Customer or (d) terminate this Agreement. Customer shall be liable for late charges at the rate of fifteen percent (15%) per annum, compounded monthly, on unpaid balances and all expenses incurred in collection, including reasonable attorney's fees. If Customer is consistently delinquent (defined as being late in payment of any three (3) or more undisputed invoices in a 12-month period) and/or upon the expiration or termination of this Agreement, Iron Mountain may require payment by certified check prior to performance of services, including delivery of Deposits. Upon default by Customer, Iron Mountain shall have other rights and remedies as may be provided by law. In the event Iron Mountain takes any action pursuant to this Section, it shall have no liability to Customer or anyone claiming by or through Customer. 18. Ownership Warranty. Customer warrants that it is the owner or legal custodian of the Deposits and has full authority to store the Deposits and direct their disposition in accordance with the terms of this Agreement. Customer shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable legal fees) by reason of Iron Mountain's complying with the instructions of Customer in the event of a dispute concerning the ownership, custody or disposition of Deposits stored by Customer with Iron Mountain. 19. Restrictions on Stored Materials: Customer Premises. Customer shall not store with Iron Mountain any material that is highly flammable, explosive, toxic or otherwise dangerous or unsafe to store or handle, or any material which is regulated under any federal or state law or regulation relating to the environment or hazardous materials. Customer shall not store negotiable instruments, jewelry, check stock or other items that have intrinsic value. All Customer's premises where Iron Mountain's employees perform services or make deliveries hereunder shall be free of hazardous substances and any other hazardous or dangerous conditions. 5 20. Software Licenses. If access to or use of Iron Mountain inventory management software and computer programs (the "Software") is provided hereunder as set forth in a Schedule, Iron Mountain hereby grants Customer a limited, nonexclusive license to use the Software solely in conjunction with records storage services provided by Iron Mountain during the term of this Agreement. Customer acknowledges that all Software and the inventory management system comprised of the Software belong to Iron Mountain. During the term of this Agreement, Iron Mountain shall have the exclusive right to use Deposit inventory information to provide records management services to Customer, upon expiration of this Agreement, Iron Mountain shall have the right to maintain inventory information for record -keeping purposes. 21. Modifications to Add Customer Locations Services. In the event that Customer locations or lines of service are added to or deleted from this Agreement, the term of this Agreement shall not change unless the parties so agree. Pricing adjustments for all Customer's locations and/or services under this Agreement may be made on dates pricing adjustments are permitted under Section 2, regardless of the dates when new locations or services are added. Any modification of Customer locations serviced or lines of services provided will be effected by an amendment of this Agreement or a Schedule. 22. Performance of Services by Subsidiaries. Certain lines of service may be performed by a subsidiary of Iron Mountain Incorporated other than the entity identified as the contracting party at the head of this Agreement. In such event, such subsidiary will perform such service as a subcontractor to the Iron Mountain contracting entity. The subcontracting entity may invoice Customer directly, but the original Iron Mountain contracting entity will remain liable for all services performed for Customer. 23. Miscellaneous. This Agreement binds the successors and assigns of the respective parties and cannot be changed orally. This Agreement may not be assigned by the Customer (other than to an affiliate which shall assume the obligations of its assignor by written instrument) without the written consent of Iron Mountain, which shall not be unreasonably withheld or delayed. Any notice made pursuant to this Agreement may be given in writing at the addresses sent out on the front side hereof until written notice of change of address has been received. Notices to Iron Mountain shall be sent to the attention of its General Manager at such address. Iron Mountain 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. In the event of inconsistency between these printed Terms and Conditions and the terms of a Schedule, the Schedule shall prevail. Cor fdential Page 2 SCHEDULE A RECORDS MANAGEMENT PROGRAM PRICING SCHEDULE This Pricing Schedule is incorporated into and made part of the Customer Agreement ("Agreement") between Iron Mountain Information Management, Inc., (the "Company" or "Iron Mountain") and CITY OF NATIONAL CITY, (the "Customer"). Please see our Customer Information Center at cic.ironmountain.com for a Glossary with definitions of the terms used in this Pricing Schedule and an explanation of how "Linear Foot" and "Cubic Foot" are determined for billing purposes. Billable sizes for non standard Cartons are determined on the basis of displacement of space in comparison to a Standard Archive Carton and are larger than the physical size. 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 Records Management Pricing Schedule supersedes and terminates any prior Records Management Pricing Schedule and/or Schedule A existing between Iron Mountain and the Customer for the account(s) noted below. Effective Date District Name/Number Customer Name Customer Number July 1, 2008 San Diego - 01322 CITY OF NATIONAL CITY SD 192 STORAGE Storage at Iron Mountain facilities of Customer records ("Deposits" or "Items".) Description Price Per Carton Storage Storage Minimum $0.366 Cubic Foot S 125.00 Month Storage charges are billed monthly in advance. PROGRAM MANAGEMENT SERVICES Regular Services are provided between 8:00 AM and 5:00 PM, local time, Monday through Friday, excluding holidays. Receiving and Entering Cartons — Receipt of new cartons for storage. Description Price Per Carton $1.73 Cubic Foot Retrievals/Refiles — Temporary removal of Items from, or return of Items to, storage. Retrieval service may be "Regular" or "Rush". Description Price Regular Retrieval - Carton Regular Refite - Canon Regular Retrieval - File from Carton Regular Refite - File to Carton Regular Interfile - File Rush Retrieval - Carton $2.87 $2.87 S4.31 $4.31 $3.56 $5.85 Per Cubic Foot Cubic Foot File File Each Cubic Foot TBD: To he determined, call for quote 7 SD 192-2 Confidential Page 3 PROGRAM MANAGEMENT SERVICES (CONTINUED) Description Rush Retrieval - File from Carton Price Per $8.78 File Archival Destruction — Retrieval, documentation, preparation, and secure shredding of Items stored at Iron Mountain. Description Price Per Archival Destruction Service -Carton $2.87 Cubic Foot plus Regular Retrival Charge Archival Destruction Service -File by Carton $2.98 File plus Regular Retrieval Charge Permanent Withdrawal — Retrieval, documentation, and preparation at Iron Mountain loading dock for permanent removal of Items stored at Iron Mountain facilities. Description Price Per Permanent Withdrawal - Carton $2.87 Cubic Foot plus Regular Retrieval Charge Permanent Withdrawal - File $2.84 File plus Regular Retrieval Charge Miscellaneous Services — Charges for Services not specifically listed on this Pricing Schedule, or at cic.ironmountain-com/additionalservices, are charged on the basis of hourly labor, in fifteen minute increments, plus materials consumed. Description Price Per Labor $51.63 Hour Minimum Service Order Charge — Minimum charge for an Order, excluding transportation related services. Description Price Per Minimum Service Order Charge $7.93 Order Management Services are billed monthly in arrears. Individual Listing of Files Data entry of file descriptions into Iron Mountain database. Description Price Per Individual Listing $0.34 File Additional Services beyond those listed in this Pricing Schedule are available. For services descriptions, please go to Additional Services at cic.ironmountain.com/additionalservices. TBD: To be determined, call for quote 8 SDt92-3 Confidential Page 4 TRANSPORTATION SERVICES Regular Delivery Service Next Day Delivery — Order by 3:00 PM for delivery next Business Day. $18.14 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Half Day Delivery — Order by 10:00 AM for delivery same Business Day; or Order by 3:00 PM for delivery next Business Day by 12:00 PM. $27.72 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Rush Delivery Service Rush Delivery - Business Day — Delivery within 3 hours of placement of order (for orders received not later than 2:00 PM) on a Business Day. $60.48 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Rush Delivery - Weekends/Holidays/After Hours — Delivery within 4 hours of placement of order. $122.19 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Pickup Service Regular Pickup -Pickup orders placed before 4:00 PM on a Business Day will be picked up within the following two Business Days. $18.14 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot Rush Pickup - Business Day — Pickup orders placed before 4:00 PM on a Business Day will be picked up on the following Business Day. $60.48 per Transportation Visit, plus Handling Charge of $2.18 per Cubic Foot TBD: To he determined, call jar quote SD192-4 Confidential Page 5 TRANSPORTATION SERVICES (CONTINUED) Fuel Surcharge Policy A Fuel Surcharge is applied monthly based upon changes in the price of diesel fuel as published by the US Department of Energy. This charge is calculated monthly and included as a percentage of transportation related service charges. The current monthly Fuel Surcharge information can be found on the website at cic.ironmountain.com/FuelSurcharge. Transportation Services are billed monthly in arrears. All other services, not specifically listed, will be charged at Iron Mountain's then current rates. TBD: To be determined, call for quote / 0 SD 192-5 RESOLUTION NO. 2008 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING AN AGREEMENT WITH IRON MOUNTAIN, INC., FOR THE STORAGE OF VITAL CITY RECORDS AND DOCUMENTS WHEREAS, the City Clerk's Office has been storing vital City records and documents (minutes, ordinances, and resolutions) off -site at a secure records storage facility operated by Iron Mountain for the past five years; and WHEREAS, the Agreement automatically renews on an annual basis unless written notice is delivered 30 days prior to the anniversary date; and WHEREAS, in keeping with the City's efforts to review and memorialize all existing on -going agreements, it is recommended that the City Council ratify the City's Service Agreement with Iron Mountain, Inc. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby ratifies the City's Agreement with Iron Mountain, Inc., for the storage of vital City records and documents. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of December, 2008. Ron Morrison, Mayor ATTEST: Michael R. Della, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney RESOLUTION NO. 2008 — 258 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY RATIFYING AN AGREEMENT WITH IRON MOUNTAIN, INC., FOR THE STORAGE OF VITAL CITY RECORDS AND DOCUMENTS WHEREAS, the City Clerk's Office has been storing vital City records and documents (minutes, ordinances, and resolutions) off -site at a secure records storage facility operated by Iron Mountain for the past five years; and WHEREAS, the Agreement automatically renews on an annual basis unless written notice is delivered 30 days prior to the anniversary date; and WHEREAS, in keeping with the City's efforts to review and memorialize all existing on -going agreements, it is recommended that the City Council ratify the City's Service Agreement with Iron Mountain, Inc. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby ratifies the City's Agreement with Iron Mountain, Inc., for the storage of vital City records and documents. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of Deceer, 2008. Ron Morrison, ayor ATTEST: Mic -el R. Dalla, • ty Clerk APPROVED AS TO FORM: "0 .. .a George H. Hser, III City Attorney Passed and adopted by the Council of the City of National City, California, on December 2, 2008 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California CI k of the City of f�l By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-258 of the City of National City, California, passed and adopted by the Council of said City on December 2, 2008. City Clerk of the City of National City, California By: Deputy City ational City, California