HomeMy WebLinkAboutAgr 2002-01-22 (Iron Mountain)
~ IRON MOUNTAIN~
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The Leader in Records &: Information Management
IRON MOUNTAIN ENTITY (check one):
o Iron Mountain Records I8J Iron Mountain Orr.Site o Iron Mountain Confidential o Iron MountainlNational
Management, Ine. Data Protection, Ine. Des~ruction, LLC Underground Storage, LLC
Address of Iron Mountain BranchIDistrcict Office:
P.O. BOX 13735 11~11~~~~1~~11~1!~1~11j1~~121~lBSI~li..11_~I.Y~1~~11~~~11~~11~
SACRAMENTO, CA 95853-3735 Account Number: 39207
SIC Code: I Branch/District Cost Center
J I No.#:
Contract Effective Date: 1/~t{Oz,.
CUSTOMER AGREEMENT
CUSTOMER: BILLING AnDRESS (If Different):
TOWN OF TIBURON SAME
Street Address: 1505 TIBURON BLVD. Street or Box No.:
City: TIBURON I Stale: I Zip + 4: City: I Stale: I Zip+4:
CA 94920
Primary Contact and Title: . Billing Contact:
HEIDI McVEIGH
Telephone: 415-435-7379 I Fax: Telephone: I Fax:
e-maH: 415-435-2538 e-mail:
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 mtcs 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 tbe purposes of this Agreement, that (a) witb respect to bard-copy records, micrordm and
microficbe stored punuant to this Agreement, the value of such stored items is 51.00 per carton, linear foot of open-shelf files, container or other
bard-copy storage unit, and (b) witb respect to round reel tape, audio tape, video tape, film, data cartridges or data cassettes or otber non-paper
media stored punuant to tbis Agreement, tbe value of such stored items is limited to the cost of replacing tbe physical media. Customer
acknowledges tbat 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 othenvise 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 cosl Iron
Mountain's lia6ility 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 revene side of this Agreement
CUSTOMER:
l'o~ O~I'~
Individual Signing: ^. .-" \..
[print name ttJ..A'< u.
IRON MOUNTAIN
Sigllature:
Individual Signing:
[print name]
Title: \~C ~~
Signing Date: \, 22...0"2. APPROVED AS TO F
WHITE IRON MOUNTAIN CORPORATE
IM-31.01 rev. 9/01 e>2001 Iron
Title:
CURT SALVESON
MOUNTAIN OSDP
GENERAL MANAGER
STANDARD TERMS AND CONDmONS
(Based on terms and conditions promulgated by Professional Records & Information Sen>ices Management, Inc.)
The following terms and conditions shall apply to this Agreement.
1. Term. The term of this Agreement shall comnience on the date of Customer's signawre 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 continues to hold Deposits after the expiration or
termination of this Agreement, the terms of this Agreement shall continue to apply until 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 as specified 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 agent(s)
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 ot:
or damage to, Deposits, however caused, unless such loss or damage resulted from the failure by Iron Mountain
to exercise such care as a reasonably 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
IM-} 1 0' rev. 9/01 ~ 2001 Iron Mountain Incorporated
Page ~ 0[4
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 PRODUcrS SOLD BY IRON MOUNTAIN TO CUSTOMER, IRON
MOUNTAIN MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRAN11ES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE.
11. Liability with Respect to Non-Storage Services. With respect to services not related to storage of Deposits,
Iron Mountain's maximum liability for any loss or default shall be: (i) if such loss or defauk 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 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 may, 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 attorneys' fees. If
Customer is consistently delinquent (defmed as being late in the 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
hy Customer, Iron Mountain shall have other rights and remedies as may be provided by law. In the event Iron
Mountain takes any actions 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 \vith 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 compliance 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 Material; 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.
IM-31.01 rev. 9/01 ~2001 Iron Mountain Incorporated
Page 3 of4
20. Software License. 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 other 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
rally. 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 set out on the front side hereof until written notice ofa 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.
IM-31.01 rev. 9/01 ~2001lroo Mountain Incorporated
Pnge 4 of 4
Schedule A to Data Storage and Service Agreement
This Schedule A is made part of the Data Storage and Service Agreement between .Iron Mountain Off-Site Data
Protection, (the 'CompanY-) and Town of Tiburon, effective January 1, 2002. This Schedule A supersedes and
terminates any prior Schedule A existing between Company and Customer.
Primary Branch: Sacramento, CA
Aooount Number(s): 39207
Iron Mountain Affiliate: City: Sacramento State: CA
RlmlI.t&__lml~t4Itir.liJ.Igfil;'~1E~~~J~~~~m~@~mm~~1~~~~m~fili~~ir@~~immW~~~~m~~m~j~~~~1~~~~~!1~ijf'Illi~lr~j1~~~I~~r~l~JJ1~~
Customer Name: Town of Tiburon
Customer Contact: Heidi Me Veigh
Address 1: 1505 Tiburon Blvd.
Address 2:
City: Tiburon State:
Sales Representative:
Phone:
SIC Code:
Clarke Hoagland
415-435-7379
CA
Zip Code:
P.O.#"
P.O. Amount:
Schedule A Start Date:
Invoice Cycle:
Payment Terms:
Schedule A Expiration Date:
Descri tion
Active and Historical Media Handling
Closed Container Handling
Transport Container Handling
All Standard Historical Media
All Other Historical Media (Films, Laser Discs, etc.)
All Active Slots
All HistoI)' & Active Transport Containers
All Temporary Transport Containers
4/8mm 20 Capacity Container
Small Utility Container
Optical Disk Container
Unit
Per Tape
Per Unit
Per Unit
Per Tape
Per Tape
Per Slot
Each
Each/Day
Each
Each
Each
Each
Each
Each
Each
Each
Each
Each
Each
Each
Q" 1:'1___.. C. n_.._~
oJ ... .......rr~. u ~........_~
3 Vi" & 5 ~" Floppy - 12 Boxes
Small 3590 Turtle Container
Audio Cassette Container
3480 Cartridge 20 Capacity Container
TK50 Conla1llcr
Reel Container
Data Cartridge / Streamer Container
Filmworks Container
94920
Monthly
Net 30 Days
12/31/2002
Unit
Price
$0.50
$2.0Q
$2.00
$0.50
$1.20
$0.75
$5.50
$1.00
$12.50
$12.50
$12.50
$12.50
$12.50
$12.50
$12.50
S 12.50
$12.50
$12.50
$12.50
$12.50
Schedule A, Northern California, Zone 2- IMOSDP Revised 09/06/01
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Page 10f2
Schedule A to Data Storage and Service Agreement
Descri tion
5 ~" CD ROM Container
Small Microfiche (24)
Aperture Card Container
Video Cassette Container
Small Microfilm 48 Capacity Container
40 Capacity 3480 Container
Large Microfiche Container
Disk Pack Container
Laser Disk Container
Document Container
Forms Overlay Container
Pendaflex Container
Modem Container
Storage Cabinet
Transportation - Per Trip
Library Maintenance Fee
Special Service - Critical (4 Hour Response)
Special Service - Standard (24 Hour Response)
Transportation - Holiday Service
Secure Sync Software
Administration Fee
Security Clips Sale
Lock Sale
Lock Sale - Long Shank
Barcode Label Sale
Minimum Monthly Billing Fee
Unit
Each
Each
E:l,:h
Each
Each
Each
Each
Each
Each
Each
Each
Each
Each
Each
Each
Per Hour
Per Trip
Per Trip
Per Trip
Per Month
Per Month
Each
Each
Each
Each
Per Month
Unit
Price
$12.50
$12.50
5! 3.00
$18.00
$18.00
$24.00
$24.00
$30.00
$30.00
$30.00
$40.00
$40.00
$50.00
$125.00
$45.00
$36.00
$175.00
$125.00
$125.00
$15.00
$20.00
$1.50
$6.00
$10.00
$.25
$150.00
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Comments:
All slots will be billed in increments of 20.
'T~~~ n-r ~~l,~dule - Zone 2
Accounts 35-100 Miles from the Branch.
Schedule A, Northern California, ZOll~ 2- L'vIOSDP Revised 09/06/01
Page 20f 2
TIBURON TOWN COUNCIL
STAFF REPORT
AGENDA ITEM:
{~(Q) IP> Y
---
~
MEETING:
TO:
FROM:
SUBJECT:
REVIEWED:
DECEMBER 5,2001
MAYOR & MEMBERS OF THE TOWN COUNCIL
RICHARD STRANZL, FINANCE DIRECTOR
CONTRACT FOR OFF-SITE STORAGE OF
ALEX D. McINTYRE, TOWN MANAQER
This item is for approval of off-site vaulting services for the Town's data processing records.
The Town proposes to contract with Iron Mountain Off-Site Data Protection (IMOSDP) of -
Sacramento to provide vaulting, handling, pick-up and delivery of tape media at Town Hall for
storage at their Sacramento vault location. IMOSDP will pick up data tapes weekly, and retain
archive tape data at their vault.
Staff currently performs daily back-up of the Town's network and accounting servers however,
as noted in the'recently completed annual audit, it is advisable to further protect our information
and data systems by providing for off-site storage of this information, to ensure, to the greatest
extent possible, that our data is preserved in the event of major damage to the computer room
and/or to the Town Hall facility.
The cost of this service is approximately $300 per month ($2,100 in FY 2001-02), and will
require amendment of the Administration budget for implementation.
RECOMMENDATION
That Town Council approve:
(1) The services contract with IMOSDP for off-site storage of the Town's data processing
recor~s, and appropriate $2,100 from the General Fund UnaIlocated Reserve for this purpose.
(2) Authorize Staff to execute all contract documents associated with provision of this
servIce.
ATTACHMENTS:
1. Proposal for Off-Site Vaulting Services (dated November 14,2001)
R.~
-1-
Town of Tiburon Proposal
11/14/0 1
Iron Mountain Off-Site Data Protection
Clarke Hoagland, Sales Representative
(916)684-3207
y~. ,:IrSite Vaulting for Critical Data pr,ocessing Record~
~ ,
Description of Services:
Iron Mountain Off-Site Data Protection (IM:OSDP) agrees to provide offsite vaulting and security
of-data 'processing records for Town of Tiburon. This service is to include vaulting, handling,
pick-up and delivery of media at the custome(s location.' ·
- --
llvIOSDP has been providing off-site protection of data processing records for over thirty years.
We offer an unmatched infrastructure of over 50 state-of-the-art facilities, hundreds of screened,
---trained professionals, hundreds of trucks and aIrcraft - an unwavering commitment to -ensuring
the safety, integrity and availability of your data when disaster strikes. -- ~"-
201,:',-'1 _ '~. ", - ',~'.'
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Each IMOSDP facility is designed and constructed specifically for the vaulting of magnetic
media (no bulk paper) and conforms to ANSI and NFP A requirements. The entire facility is
1o-~qpstructed w~th building features designed to minimize risk of fire and unauthorized entry.
{,H.;~~!()t~~!~ve m~~sures include:
. Halon-protected, climate-controlled vaults
. Building located outside of the 100 year flood plain
. Building runs on electricity with no gas lines entering the facility
. Building alarmed with both ADT and Sonitrol alarm systems which are monitored by
both fire and police departments
. Vehicles are:
=> Independently climate-controlled and halon-protected
=> Locked and alarmed at all times
t~ . .
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Pricing for Service
Description
Weekly Transportation
0.22-gauge Steel Media
Storage Containers
Container Handling
~ Transport Container
.~chive Slots
Archive Tape Handling
Administration Fee
Emergency Service
Non-Emergency Service
Quantity and Unit Pricinf:
$45.00 per delivery/pickup (Sacramento
Location)
Monthly Charge
$194.85
4@ $12.50 per container
2 per delivery @ $2.00 per container
1 @$5.50 per month
20 @ .50 each
1 @ .50 each
$50.00
$17.32
$5.50
_ $10.00
$.50
$20.00
Monthly Cost Estimate
$298.17
~..
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4 hr response/24 hrs per day/365 days per year
24 hr response/365 days per year
$175.00/Trip
$90.00/Trip
Page I