Agreement - Iron Mountain - 2012-10-15 7
DocUSIgn Envelops ID:CD805C5E-FE79.4BAC=8858-0710C4664E45
A IRON M O s
CUSTOMER AGREEMENT
IRON MOUNTAIN INFORMATION MANAGEMENT,INC.
Address of Ian Morten Bra OWite:
FOR IRONIMOUNTAINwPURPOSFS ONLY
Account Number: NAICS Code:
Branch/District Cost Ctr.No.;
Contttat:t Effective Duce: October 15, 2012
COS1'OMER: BILLING ADDRESS(If Different):
Costa Mesa Sanitary District
Street Address: Street or Box No.:
628 West 19th street 1
City Zip+4 City: Slate: VP+4:
costa mesa i,2627
Prhnary Contact and Vile Bil ing Contam:
Noelani Middenway
Telephone (949) 645-8400 Fax Telephone. 3 Fax:
Bina nmiddenway@crosdca.gov
Iron Mountain information Management,Inc.("imn`Mountain or"IM")will perform the services described on schedules annexed to this
either physically or by reference(each a"Schedule"),and Customer will pay IM for such services According to the rates and provisions in the,Sc Agreement„.f
All soviets will be provided subject to this Agreement,which consists of this page,the Basic Terms and Conditions,the Schedules and the Glossary;of
tams that can be found at http://cic.iroamountnin:com.
VALUE OF DEPOSITS. Customer declares,for the purposes of this Agreement,that(a)with respect to hard-copy(paper)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 tiles,container or
other storage unit,and(b)with respect to round reel tape,audio:tape,video tape,film,data tape,cartridges or cassettes or other non-paper
media stored pursuant to this the value of such stored items is•equal to the cost of the
curt, replacing physical.meditr: Customer
acknowledges that it has declined to*late an excess vale:Woe,for,whlch on 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"or."Items")is!Melted to the value of each pepoilt as described above,or as otherwise airi forth herein. Lion Mountain's maximum
liability with respect to services not related to storage is the amount paid by Customer fora discrete project or,if the loss is related to service of
an ongoing and continuing nature,six months of fees paid by Customer for such service. Other limitations on Iron Mountain's and/or
Gttstemer's liability are set forth on the Mowing pages.
CUSTOMER: IRON'MOUNTAIN j!
Costa Mesa Sanitary District
Individual Signing Individual Signing:
(print name] 40af t4% MI wor4W/}y [print name]
stnanne: S(ium{re:
Title:
PE4k411 ;IS'rej� � / Tide: NATA... '_
Signing Date: 101 Z2 17i't))z— Signing Date: [o' }
In order.,to keep Customer apprised of Iron Mountain's service offerings,new regulations that may be of interest to customers and sfmUcr information,Iron
Mountain will add Customer's representative to its buforma:lonal mailing list, tf an email address tr provided above, to receive newt/etters and
communications through email or postal delivery. Customer may elect to unsubscribe any time after receiving the frstInewsletter or comnntnicatfon.
IM-5000 rev.11/11/11 0 2011 Iron Mountain incorporated Page 1 of3
DocuSign Envelope ID:.C0805C5E-FE7&413AC-8858.071OC4664E45
BASIC TERMS AND CONDITIONS
TERMS
(Based on terms and conditions promulgated by Professional Records&Information Services Management)
The following terms and conditions shall apply to this Agreement.
1. Term. The term of'this Agreement shall commence on the date of Customer's signature or,-if later, the Effective
Date set forth on the first page of this Agreement The initial term of this Agreement shall continue for one(1)year
after commencement. Upon expiration of the initial term, the term will continue with automatic renewals for
additional one(1)year terms,unless written notice of non-renewal is delivered by either party to the other not less
than thirty(30)days prior to the-expiration date. In the event that IM continues to hold Deposits after the expiration
or termination of this Agreement, the terms of this Agreement,shall continue to apply until all.Deposits have been
removed from IM's facility,except that IM may adjust rates upon thirty(30)days'written notice.
2. Charges. Rates and charges shall be as specified in the Pricing Schedule(Schedule A)and/or other Schedules. Rates
and charges for storage and services shall remain fixed for the first year of this Agreement,and may thereafter be
changed at any time by IM upon thirty(30) days' written notice. Transportation surcharges apply and change
monthly without notice in accordance with IM's fuel surcharge policy, which may be found at
httpJ/cic.ironurountain.com/fuelsurcharge/.
3. Storage Volume. Customer acknowledges that the rates and charges on Schedule A have been offered by IM on the
basis of Customer's agreement to maintain its storage levels with IM at no less than eightylpercent(80%) of the
storage levels maintained by Customer during the immediately preceding three(3) month period, excluding any
Deposits destroyed by IM at Customer's request
4. Customer Instructions. 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 this Agreement IM will perform
services pursuant to the direction of Customer's agent(s)identified pursuant to IM's standards:1 Authority granted to
any persons on standard authorization forms shall constitute Customer's representation that the identified persons
have full authority to order any service, including disposal or removal of Deposits. Such orders may be given in
person,by telephone or in writing(fax,email or hard-copy). Customer releases IM from all liability by reason of the
destruction of materials pursuant to Customer's authorization.
5. Operational Procedures. Customer shall comply with 1M's reasonable operational requirements,as modified from
time to time, regarding cartons, carton integrity, delivery/pickup/account closing volumes, preparation for pickup,
security,secure shredding protocols,access and similar matters. Extraordinary volume requests(defined as 125%of
the average volume over the immediately preceding three month period) may involve additional costs, such as
overtime,which,Customer will pay at IM's overtime rates,provided Customer consents to such.'eosts in advance:
6. Force Majenre. Neither party shall be liable for delay or inability to perform caused by acts;Of God,governmental
actions labor acts.of terrorism,riots,unusual traffic delays or other causes �r
unrest, ys beyond its reasonable control.
7. Governmental Orders. IM is authorized to comply with any subpoena or similar order related to the Deposits,at
Customer's expense, provided that IM notifies Customer promptly upon receipt thereof, unless such notice is
prohibited law. 1M will cooperate with Customer's efforts to quash or limit any subpoena, '' '
Pm by oP q y ubpoena,atithrstomer s expense.
8. Confidentiality. "Confidential Information"means any information(i)contained in.the Deposits,(ii)concerning or
relating to the property,business and affairs tithe party disclosing:such information that is funaished to the receiving,
party,and(iii)regarding this Agreement,its Schedules and IM's' processes and procedures; except for information
that was previously known to the receiving party free of any obligation to keep it confdentialii subsequently made.
public by the disclosing party or is disclosed by.a third party having a legal right to make such disclosure:
Confidential Information shall be used only in the manner contemplated by this Agreement and shall not be
intentionally disclosed to third parties without the disclosing party's written consent IM shall not obtain any rights of
any sort in or to the Confidential Information of Customer contained in Deposits. IM shall implement and-maintain
reasonable safeguards designed to protect Customer's Confidential Information. -
9. Limitation of Liability.
a. Liability for Loss or-Damage to Deposits. 1M shall not be liable for any loss or destruction of, or damage to,
Deposits, including costs resulting from a loss of a Deposit constituting, a breach``?of data security or
confidentiality,unless such loss or damage resulted from IM's negligence. If liable,the amount of IM's liability
is limited as provided on the first page hereof Deposits are not insured by IM against loss or damage,however
caused. Customer may insure Deposits through third-party insurers for any amount Customer shall cause its
insurers of Deposits to waive any right of subrogation against IM. If Deposits are placed in the custody of a third-
party carrier for transportation,the carrier shall be solely responsible for any loss or destruction of,or Bari nge to
such Deposits while in the custody of the carrier. 1'
1M-5000 rev.11/11/11 ®2011 Iron Mountain Incorporated Page 2 of 3
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b. Liability for Nen-Storage Services. With respect to services not related to the storage of Deposits,IM,hall not be
liable for any loss or default unless such loss or default is due to the negligence of IM. If liable,the amount of
IM's liability is hunted as provided on the first page hereof IM shall not be liable for'the loss of contents of
shredding bins unless and until the contents are in the custody and control of IM.
c. No Consequential Damages. In no event shall either party be liable for any consequential,incidental,special or
punitive damages,or for loss of profits or loss of data,regardless of whether an action is brought in tort,contract
or under any other theory.
10. ITAR/EAR Compliance. Customer represents that none of the Deposits stored by Iron Mountain pursuant to this
Agreement require protection from access by foreign persons because they contain technicallinformation:regarding
defense articles or defense services within the meaning of the International'Traffrc in Arms Regulations(22 CFR 120)
or technical data within the meaning of the Export Administration Regulations (15 CFR 730-774). If any of
Customer's:Deposits do contain any such information, Customer shall notify Iron Mountain of the-specific Deposits
that contain such information and acknowledges that special storage and service rates shall apply thereto.
11. Non-Custodial Status. Unless Iron Mountain shall have explicitly agreed in writing,Iron Mountain's:performance
of services shall not cause Iron Mountain to be deemed a"custodian"of the records or"designee"of Customer under
state or federal law with respect to such records.
12. Notice of Claims. Claims by Customer must be presented in writing within a reasonable time,in no event longer than
ninety(90)days after delivery or return of the Deposits to Customer,or ninety(90)days after Customer is notified of
loss,damage or destruction topart or all of the Deposits.
13. Notice of Loss. When Deposits have been lost,damaged or destroyed,Iron Mountain shall;upon confirmation of the
event,report the Matter in writing to Customer.
14. Payment Terms. Payment terms are net, thirty (30) days. Customer shall be liable for late charges totaling one
percent(1%)per month of the outstanding balance: Prior to delivery of Deposits upon expiration,termination, or
substantial withdrawal,IM may require payment by certified check.
15. Customer Default. If Customer fails to pay IM's charges(other than disputed charges)within sixty(60)days,after
the date of an invoice,IM may suspend service. If Customer fails to pay IM's charges(other;than disputed charges)
for six(6)months or longer,IM may securely destroy Deposits,provided IM shall have provided ninety(90)days'
written notice to Customer,Customer shall pay IM's standard price for such secure destruction A final notice will be
sent to Customer ten(10)days prior to secure destruction of the Deposits.IM shall have other:rights and remedies as
may be provided by law. In the event IM takes any actions pursuant to this Section, it shall have no liability to
Customer or anyone claiming by or through Customer:
16. Termination. Either party may terminate this Agreement upon written notice to the other
up other party in the event that the
other party shall have breached any of its material obligations hereunder and shall not have c led such default within
forty-five(45)days after written notice of such default,subject to the fees set forth in the applicable Schedule(s).
17: Safe Materials and Premises. Customer shall not store with IM or place in shredding bins any material that is highly
flammable,may attract vermin or insects,or is otherwise dangerous or unsafe to store or handle,or any material that
is regulated by federal or state law or regulation relating to the environment or hazardous materials. Customer shall
not store negotiable instruments,jewelry,cheek stock or other items that have intrinsic value. Customer warrants,that
it shall only place paper-based materials in the shredding bins: Customer shall reimburse IM for damage to
equipment or injury to personnel resulting from Customer's breach of this warranty.
18. Purchase Orders.In the event that Customer issues a purchase order to IM covering the services provided under this
Agreement,any terms and conditions set forth in the purchase order which are in addition to or establish conflicting
terms and conditions to those set forth in this Agreement are expressly rejected by IM.
19. Miscellaneous. This Agreement binds the successors and assigns of the respective parties and cannot be changed
orally. This Agreement may not be assigned by either party (other than to an affiliate which shall assume the
obligations of its assignor by written instrument)without the written consent of the other pa ity,which shall not be
unreasonably withheld. Any notice made to this Agreement may be given in writing at the addresses set out
on the first page hereof until written notice of a change of address has been received Noticessto IM shall be sent to
the attention of its General.Manager: IM may exercise all rights granted to warehousemen by the Uniform
Commercial Code as adopted in-the state where the Deposits eposits are stored. In the event of inconsistency between these
Basic Terms and Conditions and a Schedule, the Schedule Shall as to the services covered thereby. This
Agreement shall be governed by the laws of the state in which Customer's office identified in this Agreement is
located except for conflicts of laws principles.
IM-5000 rev.11/11/11 ®2011 Iron Mountain Incorporated Page 3 of 3
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DocuSign Envelope ID:C0805C5E-FE79.4BAC,8858-071OC4664E45
Schedule A:
PROGRAM PRICING SCHEDULE
Records Management
This Records Management 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 Costa Mesa sanitary District (the'Customer'-).
The Customer will be eligible for a Discount Rate of 40%.List Price Is the standard Iron Mountain price for
a given service and the Discount Rate is your percentage off'of List Price.
The Discount Rate:applies to Standard Storage and Services only and does not apply to Premium Storage
and Services,Custom Storage and Services,Other Program Fees;or other fees not explicitly identified
within this document.
Please see,our Customer Information Center at cic.lronmountain.com for a Glossary with definitions of the
terms used in this Pricing Schedule and more detail regarding our services,standard processes,and billing
practices.In addition,restrictions apply to volume and/or stated timeframes for some service transaction
types and these,may be found in the Glossary under each service type.
This 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 accounts
noted below.AO other Records Management services not specifically listed on this Schedule?A will be
charged at iron Mountain's then current rates.
Costa Mesa Sanitary District
District Name/Number: I Customer No.
Effective Date: octobe r 1S 2012
Discount Rate: 40%
Dow Sign Envelope ID:C0805C5E-FE78-4BAC-8858-0710C4664E45
List Prices (as of October 15, 2012)
STANDARD STORAGE AND SERVICES(see htta:l/dc.lionmountaln.corni records/glossary for service definitions)
• "DESCRIPTION CURRENT DISCOUNT EFFECTIVE PER
LIST PRICE % PRICE
m Carton Storage $0.488 40% $0293 Cubic Foot
IS Receiving and Entering-'Carton ';$3.09 40% $1.854 Cubic Foot
Si Regular Retrieval=Carton $3.99 40% $2.394 Cubic Foot
m Regular Retrieval.-He from Carton $5.36 40% $3216 File
m Regular Refits-Carton $3.99 40% $2394 Cubic Foot
• Regular Refits-File to Carton $5.36 40% . $3216 File
is Archival Destruction-Carton $4.83 40% $2898 CF plus Regular Retrieval Charge
El Permanent Withdrawal-Carton $6.03 40% $3.618 CF plus Regular Retrieval Charge
m
.Permanent Withdrawal-File from Carton $2.90 40% $1.74 File plus Regular Retrieval.Charge
I e Next Day Delivery: $37.95 40% $22.77 Visit plus Handling`Chargo
e Regular Pickup . $37.95 40% $2277 Visit plus Handling Charge
Is Handling Charge $3.50 40% $2.10 Cubic Foot •
PREMIUM STORAGE AND SERVICES(see htte:l/dc ironmountain.00m/records/olossary for service definitions)
..DESCRIPTION EFFECTIVE PER
PRICE
m Rush Retrieval-Carton $5.97 Cubic Foot.
a Rush Retrieval-File from Carton • $7.96 File
m Regular Interfile-Carton $7.27 Each
Is Half Day Delivery $52.42 Visit plus Handling Charge
>a Rush Dafivery.Business.Day $104.83 Visit plus Handling Charge
• Rush Dd'rvory-Weekends/Holidays/After Hours $209.66 Visitplus Handling Charge
Iii Rush Pickup-Business Day .$104.83 Visit plus Handling Charge.
is Third Party Shipping Actual Courier Fees plus 30%
®
Archival Destruction-File from Carton .$4.55 File plus Regular,Retrieval Charge
• Miscellaneous Services-Labor $54.05 Hour
• Re-Boxing Charge $ 5.46 Labor plus New Carton`Cost I
OTHER PROGRAM FEES(see httpa/dc.irornmountaln.comtrec rdsialossary for service definitions).
DESCRIPTION EFFECTIVE PER
PRICE
a Administrative Fee(Summary Billing) $25:12 Account ID per Month
m Administrative Fee(Detailed Billing) $62.80 Account ID per Month
® Fuel Surcharge • Transportation Visit
'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 at http://cic.ironmountain.com/FuelSurcharge.
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DocnSlgn Envelope ID:CA C-8858.0710C4554E45
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Custom Pricing
CUSTOM STORAGE AND SERVICES(see http:l/cic:ironmountain.cornlrecordsfalossary for service definition)
DESCRIPTION EFFECTIVE PER
PRICE
• Initial Move-Carton $ l•137) Cubic Foot
el Initial Move-Irrtlividual Listing $0.60 File
N 'Initial Move-Labor $54.05 Hour
e Individual Listing' $0.60. File
El Storage Minimum $ 100.00 month
• e Minimum Service Order Charge $13.65 Order
El Document Conversion-Labor $54.05 Hour
e Document Conversion-Image Indexing(Keystroke) $0.01 Keystroke
6 Document Conversion-Image Capture Scan(non-IOD) $0.02 Image
B Document Conversion-Professional Services $250.00 Hour
• Document-Conversion-Imaging Delivery Seth Quote •
e Digital Record Center for Images-Base Implementation Fee $6,000.00 Implementation
Inv Digital Record Center for Images-Storage $10.00 GB per Month
El Digital Record Center for Images-User Fee $10.00 User per Month
El Digital Record Center for images-Minimum Monthly Commit $800.00' Month
Additional Services beyond those listed in this Pricing Schedule are available.For service descriptions,
please gb to Additional Services at dc.ironmountain.com/additional services.
Initial Move
Initial Move prices apply for the services listed for Items received during the startup process(Initial Move)
of anew customer program and applies to all initial volume received by Iron Mountain within three(3)
months of the date of the Agreement.
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DocuSIgn Envelope ID:CD805C5E-FE79-4BAC-8858-0710C4884E46
Aik IRON MOUNTAIN" Access Authorization Form New Update
.Records Management
Customer NumborIID Dato October 15,2012 Ttmo 4:15 PM
Cuatomor Nome Costa Mesa Sanitary District
Division ID • AO Divisions
Department ID AO Doperfinents
"'8triet Autfiorlmtion°WIJI apply"'•'Only the naves Ylsted wUl bave access to the accountlaiiimation
Authorized Contact mane •PUawont DEPARTMENT
(First Mono/MI/test Name) Phone Numbs Entail Address (Opp) N depa6nud epectllrh _ Authorized Destruction
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'Password saowtty is optional Passwords can be any alphanumado on • Please fax or o.mo0 completed form to:
Authorteed By , Fax (610)485.0902
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Phone Number!Ext
v.12.12.08