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Iron Mountain
Ak IRON MOUNTAIN` A. Cover Letter October 31, 2013 Teresa Thompson Deputy City Clerk City of La Quinta 78495 Calle Tampico La Quinta, CA, CA 92253 RE: Document Scanning Services Dear Ms. Thompson: It's been a pleasure speaking with you about your document management project. As you requested, I've prepared a proposal which outlines the tailored document management solution Iron Mountain will provide to help you successfully address this challenge. The imaging will be performed in our Cerritos, CA and Boyers, PA Imaging Centers. Any individual who will perform work for the City of La Quinta is free of any conflict of interest. I am confident that Iron Mountain has the expertise, resources and experience the City needs. With more than 156,000 corporate clients globally, we have successfully worked with many companies who have similar records management issues. Our cost-effective solutions helped those businesses speed business processes and decision making, improve customer service, and support regulatory compliance — and I know we can do the same for the City, too. I look forward to working with you on this project and will contact you shortly to answer any questions you may have about our proposal. Please be aware that this proposal is effective for 90 days from October 31, 2013. In the meantime, please do not hesitate to call me if I can be of further assistance. I can be reached at 949-648-2381, andrea.wyatt@ironmountain.com. Sincerely, ad4xo. U!`1ajzt- t2 Andrea Wyatt James Incavo Business Development Executive Vice President 12958 Midway Place I Cerritos, CA 90703 1949-648-2381 1 www.ironmountain.com Iron Mountain Document Management Solutions Proposal for City of La Quinta October 31, 2013 RE: Document Scanning Services A& IRON MOUNTAIN & Andrea Wyatt Business Development Executive 12958 Midway Place Cerritos, CA 90703 949-648-2381 andrea.wyatt@ironmountain.com Table of Contents Iron Mountain Overview 1 Executive Summary 4 B. Background on the firm and its experience 5 C. References 9 D. Disclosure 10 E. Explanation of methodology 11 F. Description of Proposer's warranty/guarantee of work product 21 G. Pricing Chart 22 H. Complementary services 23 I. Subcontracting 24 J. List of services and/or information needed from the City 25 K. Insurance 26 L. Non -Collusion Affidavit 27 M. Acknowledgement of Addenda 28 RFP Pricing Considerations and Service Requirements 29 Document Management Solutions Overview 32 Conclusion 46 Appendix 48 Confidentiality This proposal includes information that shall not be disclosed and shall not be duplicated, used or disclosed — in whole or in part — for any purpose other than to evaluate this proposal. If, however, a contract is awarded to Iron Mountain as a result of, or in connection with, the submission of this proposal, City of La Quinta shall have the right to duplicate, use, or disclose the information to the extent necessary to implement the resulting contract. This restriction does not limit City of La Quinta's right to use information contained in this proposal if it is obtained without restriction from another source. ii 1 0 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Iron Mountain Overview Iron Mountain Incorporated (NYSE: IRM) is the global leader in information management services that enables you to protect and better use your information — regardless of its format, location or lifecycle stage — so you can optimize your business and ensure proper recovery, compliance and discovery. Iron Mountain has helped organizations of every size lower the costs, risks and inefficiencies of managing their physical and electronic data. Founded in 1951, Iron Mountain manages billions of information assets, including business records, electronic files, medical data, emails and more for organizations around the world. Visit www.ironmountain.com or follow the company on Twitter at www.twitter.com/IronMountain. Solution Categories Iron Mountain offers a comprehensive array of information management solutions that help you know what information you have, where it is stored, and how to get to it quickly and confidently to reduce costs, risks and inefficiencies associated with managing your paper and electronic data. INFORMATION GOVERNANCE AND DISCOVERY DATA BACKUP AND DOCUMENT PROCESS RECOVERY EFFICIENCIES 1 1 © 2013 Iron Mountain Incorporated. All Rights Reserved Information Governance and Discovery • Records Management • Secure Shredding • Federal Records Storage • Compliant Records Management • Compliant Information Destruction • Health Information Services • Medical Image Archiving • Film and Sound Archives • Fulfillment Services • Energy Data Services Data Backup and Recovery • Offsite Tape Vaulting Services • Online Vaulting Services, including: — Server Backup powered by Autonomy LiveVault — PC Backup powered by Autonomy Connected • Data Restoration Services • Intellectual Property Management — Software, SaaS, Data Escrow — Verification Services • Consulting Services • Value Added Services, including: — Disaster Recovery Testing — Library Moves — Media Destruction Document Process Efficiencies • Document Management Solutions • Business Process Management (800) 899 -IRON I www.ironmountain.com The Numbers Tell Our Story Make a secure decision The result of our focused approach has been nothing short of remarkable. • More than 1,000 facilities comprising 66 million square feet worldwide • More than 500 million cubic feet of hard copy records stored • Over 10 million linear feet of medical records under management • More than 82 million pieces of data stored in highly secure data protection vaults • Over 156,000 customer accounts and growing daily • 3,000+ vehicles making 18 million trips per year worldwide Iron Mountain takes great pride in its tremendous financial stability and consistently strong performance. We are built on a highly recurring revenue model that boasts 20 consecutive years of storage revenue growth. Our stable and very predictable revenue streams and the cash flows they generate, allow us to make significant investments in new products and services and increased security to better protect and store our customers' information. Iron Mountain Security Our customers trust us with their most important physical and digital information. It's a big responsibility — one all of us at Iron Mountain take very seriously — and it's our number one priority. Security is central to who we are. Our charge to "protect customer information as if it were our own" is the cornerstone of our company's mission and our core values. Our commitment is ongoing and evolving with new tools and techniques to better safeguard the assets under our care. We make continual investments to secure our facilities and vehicles. We're careful about the professionals we hire and how they're trained. In fact, we invest more than anyone else in our industry to protect your information. Over the last decade, we've spent approximately $170 million on transferring records out of acquired facilities that fell below our strict security standards as well as on upgrading others. In 2007, we invested more than $15 million outfitting our trucks with patent -pending locks and alarms to protect information in transit. Also in 2007, we specially commissioned and funded a $1 million assessment of a fire control and suppression system for protecting hardcopy records. At Iron Mountain, we're proud of our commitment to security and our track record for reliability. We are committed to protecting your information. We want you to have confidence and trust in choosing Iron Mountain. We've stored information for nearly 60 years and more than 95% of the Fortune 1000 relies on us. 2 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Iron Mountain ensures the level of security by: • Investing in and utilizing proven security technology • Implementing multi -step procedural security checks at our facilities and in our transportation vehicles • Screening all job candidates against strict hiring guidelines, including intensive legal background checks • Providing extensive and consistent employee training • Employing third -party security audits by independent security firms to help detect weaknesses and further enhance our security culture Iron Mountain Locations Iron Mountain has a global network with local service. Promoting consistency across media and geographies, we service over 35 countries on 5 continents. . Iron Mountain Coverage Y 3 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Executive Summary Iron Mountain understands the challenges you face going forward and what you need from a Document Management Solutions partner. We know that there are many factors that go into your decision in choosing the right vendor. You are looking for a partner that will be able to comply with your scanning requirements, keep your information secure, provide you a multi- year project scope and do all this at a great price. Iron Mountain is the one and only vendor that will meet and exceed every one of your expectations. • Find what you need — fast. Access a centralized, hosted repository that puts the information your employees need to perform their specific job responsibilities right at their fingertips. • Improve your business processes. Eliminate time-consuming manual processes, and adopt a more streamlined, automated approach to your workflows. • Know you're secure. Safeguard information with the help of patented technologies, strong business continuity procedures and role -based policies that limit access to individuals with the proper authority. Iron Mountain also has a proven track record of providing "best -in -class" solutions for many Government agencies across the United States. Iron Mountain's processes, technology, and industry leading expertise will prove indispensable to the City of La Quinta in addressing their Documents Management requirements. These capabilities will give you the comfort in knowing that Chain -of -Custody and control are maintained at all times throughout the process. I am confident that Iron Mountain has the expertise and resources to meet the City of La Quinta growing document management needs. As the leader in information management, we continue to strive to provide cost effective, compliance -grade solutions to help the City of La Quinta with scanning of records and plan rolls. Finally, we will provide you with the highest level of service and security that you require at a very competitive price. Due to the size and scope of our organization, we are able to meet all of your needs at the lowest cost. This is why Iron Mountain is the best choice and provides the value, which you are looking for. 4 I © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com B. Background on the firm and its experience 1. Number of years in business 61 2. Taxpayer identification number 04-3038590 3. Number of years scanning and indexing for government agencies 20+ 4. Resumes of the project manager and key personnel who will be responsible for performance of any contract resulting from this RFP Iron Mountain assigns a Project Manager and key personnel upon award of contract. The follow provides information regarding our professional team's credentials: Experienced and Certified Professionals Iron Mountain leverages the credentialed expertise of many employees throughout our organization. As a world leader in records and information management and in support of Document Management initiatives such as yours, Iron Mountain has an established Document Management Solutions (DMS) group that includes a team of regionally -based Solutions Development Executives and Representatives around North America as well as specialized Solutions Architects and Consultants. These employees hold a number of different certifications and designations as are applicable to their respective roles and responsibilities. In our Document Management Solutions group specifically, our customers often directly interface with these resources that have certifications including: CDIA+, BPMp, ERMs, and ECMp. All Iron Mountain DMS professionals hold the Certified Document Imaging Architect (CDIA+) designation from CompTIA. CDIA+ is an internationally and industry recognized certification acknowledging competency and professionalism. Certified individuals possess critical knowledge of technologies to plan, design and specify document imaging/management systems. Components of the course -work and certification include: gathering business requirements, analyzing business processes, recommending and designing solutions and planning for the implementation. In addition, last year more than 20 Iron Mountain employees, mostly members of the DMS Technical Solutions team, achieved Business Process Management practitioner (BPMp) certification. The BPM practitioner program covers: the practice of BPM; the role of Enterprise Content Management in BPM; business analysis; process improvement; flowcharting; process modeling; BPM technologies, standards and protocols; and collaboration. 5 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com These courses and certifications strengthen our DMS teams to better provide solutions to our customers and prospects. Our DMS professionals are trained to leverage Iron Mountain's deep portfolio of DMS service offerings to develop solutions that satisfy all of your operational and compliance requirements. Iron Mountain has helped thousands of businesses deliver document management solutions while driving cost savings, improving workflow processes and complying with the growing number of information regulations. Our staff includes senior employees who have, in several cases, between 20 and 30 years of relevant document management experience. Operations/Project Management Each Iron Mountain Imaging Center is staffed as that particular facility requires and the staffing evolves as the needs of our customers do. Typically, Iron Mountain Imaging Centers assemble a very dedicated and highly skilled group of individuals to provide the services outlined in this RFP response. As we view this as a partnership, it is critical that we provide a team that can cross various facets of the solution that include; production, technical data and imaging expertise, project management, records and information management, and business development. We plan and direct hybrid/overlapping roles to ensure continuity of processes over long and short term projects. Project Management and Quality Control expertise will also be applied as per the requirements identified in this RFP and the respective resources required will be assigned when the Statement of Work is established, however the core Iron Mountain Team member roles supporting our conversion services include the following: Imaging Production Supervisor The Imaging Production Supervisor oversees day-to-day projects and personnel. The supervisor provides daily direction to employees in order to accomplish projects, manages project timelines, and quality, and communicates daily with customers. Additional responsibilities include: • Ensuring adherence to department standards • Leading, training and mentoring employees • Planning and managing project plans and timelines • Researching and resolving customer issues as needed to meet customer demand Qualifications for the position include: • Minimum 2-4 years of experience • Understanding of the imaging process • Demonstrated leadership and organizational skills • Strong communications skills 6 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com • Strong technical background • Basic understanding of accounting and the factors that affect margins Imaging Production Coordinator The Imaging Product Coordinator acts as a project lead for the team performing project work and also acting as a resource and mentor for Specialists. Responsibilities include: • Scanning records to electronic images, assuring a quality image • Performing basic quality control auditing functions • Preparing product for delivery, assuring all projected documentation is complete • Leading and developing a team in the Imaging department Qualifications for the position include: • Associates degree preferred • Familiarity with imaging and related technology • At least 3 years' experience in record center or similar environment • Demonstrated leadership ability, with experience leading a team in a warehouse or imaging environment • Demonstrated attention to detail • Ability to perform data entry and quality control functions • Strong communications skills Imaging Production Specialist The Imaging Production Specialist performs imaging project work that includes: • Preparing hard copy records for scanning • Scanning records to electronic images, assuring a quality image • Performing basic quality control auditing functions • Preparing product for delivery, assuring all projected documentation is complete Qualifications for the position include: • Familiarity with imaging and related technology • Proficiency in reading, writing, and communicating in English • Demonstrated attention to detail • Ability to perform data entry and quality control functions • Ability to work at a sustained pace to meet production rates, and to manage work load to meet deadlines. 5. Firm ownership and if incorporated, the state in which the firm is incorporated and the % I 0 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com rinta of inmrnnrntin, Iron Mountain Information Management, LLC, a Delaware corporation, is a wholly owned subsidiary of Iron Mountain Incorporated, a public company traded on the New York Stock Exchange under the ticker symbol IRM. The company was incorporated in November of 1988. 6. If the firm is a subsidiary of a parent company, identify the parent company Iron Mountain Incorporated. 8 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com C. References Reference #1 Encore Capital Group Inc. Kevin Jolly Director 8875 Aero Drive Suite 200 San Diego, CA 92123 877-445-4581 On -Going Scanning Project Reference #2 VA Medical Center Stan Utley Chief Health Admin 4801 Linwood Blvd Kansas City, MO 64116 816- 922-2556 On -Going Scanning Project Reference #3 Parker Hannifin Corporation Craig Schau Director 6035 Parkland Blvd Cleveland, OH 44124 216-896-2812 On- Going Scanning Project 9 I © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com D. Disclosure Disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable within the last five years. If there is no information to disclose, Proposer must affirmatively state there is no negative history. Not applicable. 10 1 0 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com E. Explanation of methodology Explanation of methodology including: 1. Discuss shipping method(s), and in -transit security for original records Chain of Custody - InControl® ��� �■ Iron Mountain's InControl® ensures the protection of information while it is in transit with patented security, r ll real-time tracking, and auditable chain of custody. ~' J lneontrok Figure 1 - InControW Iron Mountain is sensitive to the security and environmental risks associated with transporting your records. Strict procedures are followed to ensure transit and dock security. The transportation of customer materials is performed by trained staff in assigned vehicles unless alternate methods such as air cargo are agreed to by the customer. Iron Mountain's InControl® ensures the protection of information while it is in transit with patented security, real-time tracking, and auditable chain of custody. Patented Vehicle Process Controls Iron Mountain's patented security controls are designed to mitigate sources of transportation workflow errors. This combination of security controls is exclusive to the Iron Mountain transportation platform. Iron Mountain InControl security controls include: o Compartmentalized cargo areas that are protected by patented locking mechanism on all vehicles. Only 1 door can be opened at a time. This also ensures that the driver cannot leave doors inadvertently open o Driver proximity controls. Drivers are equipped with RF key fobs. Should a driver mistakenly leave the proximity of a vehicle with an unsecured cargo 11 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com area, the RF proximity system will automatically trigger an audible vehicle alarm. o Dual key ignition immobilizer. Vehicles require two -keys to be inserted into the ignition to start the vehicle. Both keys are designed to prevent vehicle theft; one of the keys is also designed to prevent breaches or errors in the vehicle cargo area by securing, locking and activating the cargo alarming system prior to vehicle ignition. o In Motion Security Detection System prevents information loss while vehicle is in motion. Operator warning alarm is triggered if any cargo -area locking or security system is improperly opened or fails while the vehicle is in motion. Our trained drivers follow careful procedures during the loading and transport of your records. To prevent exposure to risk at Iron Mountain locations, we have strict procedures for loading and unloading customer records. Vehicle and facility doors are only unlocked and opened during the loading and unloading process and are attended by an employee the entire time. Other Vendors Factory Locks Basic Alarm System ACME Iron Mountain v After Market High Security Cargo Door Locks Patented High Security Alarm Compartrnentalized Cargo Areas Dmrer Proximity Controls Dual Key Ignition Irmrobilizer In Motion Security Detection systwn A tr %t %tN- Figure 2 - InControl® Goes Beyond Basic Vehicle Security We also require dock cushions and overhangs to reduce exposure to bad weather. All Iron Mountain docks are secured when not in use and alarmed when the facility is not attended. In addition, all docks are protected from fire with sprinklers. Iron Mountain takes every reasonable precaution to protect our customers' records in transit and within the storage environment of our record centers. Iron Mountain's InControl ensures the protection of information while it is in transit with patented security, real-time tracking, and auditable chain of custody. 12 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Standard operating procedures are created by our delivery teams in order to support clearly defined processes that are designed to meet the need for consistent and secure information transport through error reduction and process integrity. The InControl transportation process utilizes real-time wireless scanning technology to validate pickup and delivery transactions. 2. Provide turnaround time for document return and digital file delivery For up to 1,000 documents the turnaround time would be 5-7 business days. 3. Provide a complete process flow for tracking files and documents from pickup to return, and method of accountability Standard operating procedures are created by our delivery teams in order to support clearly defined processes that are designed to meet the need for consistent and secure information transport through error reduction and process integrity. The InControl transportation process utilizes real-time wireless scanning technology to validate pickup and delivery transactions. Sending Records Accuracy is a top priority at Iron Mountain and that's why we've developed checks and balances to ensure that your files are packed, transported, barcoded, indexed, stored, retrieved, and refiled without error. As you pack your records, you'll know precisely what you're keeping and what you're sending offsite. The easy-to-use Transmittal makes everything clear. The Iron Mountain transportation team will carefully move your records to a local record center where they are well protected. They're readily available whenever you need them. 13 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com RECORDS MANAGEMENT WORKFLOW I INCOMING r �a ENTER ORDER VIA AFFIX BARCODE DRIVER ARRIVES DRIVER SCANS IRON MOUNTAIN CONNECT" LABEL InControl'* CARTONS ONSITE A %M1111 Real -Time Transmission . I � � of Custody ELECTRONIC SIGNATURE CAPTURED AUTO EMAIL PICK-UP SECURE VEHICLE VERIFICATION TRANSPORT Availaple SCAN UPON ARRIVAL for Order ai �d �• ~ A /J TO RECORD CENTER Iron Mountain Connect" AUTOMATED INVOICING OPTIONAL PREMIUM PROCESSING SCANNED TO Imaging, Data Entry, Classification STORAGE LOCATION Figure 3 - Incoming Workflow Retrieving Information Iron Mountain can help you quickly retrieve any information you require. Need a record fast? Just enter your request on your PC, call, fax, or email. Our online capabilities and Customer Service Team can handle your order right over the phone. Our knowledgeable Representatives will access the Iron Mountain SafeKeeper PLUS inventory management system to locate your records. Then, we'll quickly retrieve your record. For files, we'll place a barcoded outcard in the space from where your file is taken and place an identical barcode on the file. For cartons, we'll place a barcode on the carton itself. When you return your record, we'll match the barcodes, assuring 100% refiling accuracy. Iron Mountain offers a number of standard delivery options thus ensuring that you can have the information you need, when you need it. When you're finished with it, call us. We'll pick it up and store it quickly and accurately. 14 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com RECORDS MANAGEMENT WORKFLOW I RETRIEVAL SCAN UPON DELIVERY TO CUSTOMER Real^Time Transmission of CustcdV ELECTRONIC SIGNATURE CAPTURED AUTO EMAIL CONFIRMATION Figure 4 - Retrieval Workflow is O • RETRIEVAL RETRIEVAL FROM ENTER ORDER VIA BARCODE STORAGE LOCATION IRON MOUNTAIN PRINTED CONNECI" f Incontrol' VERIFICATION .44 ..A �� COURIER SCANS ONTO VEHICLE SECURE VEHICLE TRANSPORT SCAN UPON DELIVERY TO CUSTOMER Real^Time Transmission of CustcdV ELECTRONIC SIGNATURE CAPTURED AUTO EMAIL CONFIRMATION Figure 4 - Retrieval Workflow is AUTOMATED INVOICING 4. Provide a complete process flow for tracking the digital content, and method of accountability Iron Mountain has established Standard Operating Procedures (SOP's) for its Image Conversion process. The Imaging Center staff is trained on the procedures, and adherence to them is verified through the Internal Audit group as part of the regular site inspections. These SOP's include the establishment of documentation for each distinct application, training acknowledgement for each operator involved in the application, tracking and logging of tasks and operators and Quality Assurance (QA) inspections with any resulting corrective actions. Iron Mountain's Document Conversion Workflow is shown in the figure below. Delivery of Documents Verify and Inventory Document Prep very an ntod document Removal or staples, paper Imdr'mA enlemd u110 5xP dips, htndmgs and sllt]ty moles .............. rll............. Indexing VV Document Scanning IIndex inra[malion will be High wtu meproduction scanners extracted ia dalaipase Eaa page IS hand led and vimed a hand -keyed Text ExtracEionQuality Assurance Release gptional step to DGR d—im e r , Inspeds images and index Dgital Retards Center, dent -1-, ror nczi,racy rCposilnry CID nVT)-d'or FTP Figure 5 — Document Conversion Process - Workflow 15 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com • ENTIRE CARTON INDIVIDUAL FILE SCANNED SCANNED f VERIFICATION CARTON SECURITY SCAN TO PACKAGE BAND APPLIED AUTOMATED INVOICING 4. Provide a complete process flow for tracking the digital content, and method of accountability Iron Mountain has established Standard Operating Procedures (SOP's) for its Image Conversion process. The Imaging Center staff is trained on the procedures, and adherence to them is verified through the Internal Audit group as part of the regular site inspections. These SOP's include the establishment of documentation for each distinct application, training acknowledgement for each operator involved in the application, tracking and logging of tasks and operators and Quality Assurance (QA) inspections with any resulting corrective actions. Iron Mountain's Document Conversion Workflow is shown in the figure below. Delivery of Documents Verify and Inventory Document Prep very an ntod document Removal or staples, paper Imdr'mA enlemd u110 5xP dips, htndmgs and sllt]ty moles .............. rll............. Indexing VV Document Scanning IIndex inra[malion will be High wtu meproduction scanners extracted ia dalaipase Eaa page IS hand led and vimed a hand -keyed Text ExtracEionQuality Assurance Release gptional step to DGR d—im e r , Inspeds images and index Dgital Retards Center, dent -1-, ror nczi,racy rCposilnry CID nVT)-d'or FTP Figure 5 — Document Conversion Process - Workflow 15 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com The steps in the workflow are as follows: Transportation Transfer of the documents to be imaged from the customer is normally handled by Iron Mountain's secure transportation, beginning the chain -of custody -tracking at the pickup point. Further information on this is available separately. Inbounding Boxes of documents destined for the Imaging Center are received, logged into SafeKeeperPLUS®— Iron Mountain's inventory management system — and directed to the appropriate location. in Document Preparation The standard document preparation includes removing fastenings (staples, clips, binder posts, etc.), unfolding, straightening bent corners, minor repairs, and taping small documents to carrier sheets. Job -specific preparation steps (e.g., the handling of sticky notes) will be performed as documented in the Statement of Work and the Imaging Center Operations documentation. Each box is prepared as required; the activity is logged and signed by the operator who signs off. A Quality Control (QC) inspection of the preparation work is performed (typically by the supervisor), logged and signed. 16 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com CuSTOMIIED wORMFLOw EMPLEMENT►TION INISCUND OF JoDbpml orations DOCUMENT PREPARATION MATERIALS DO—FiIE Re kS. RemOre Famftor$ 4 DOCUMENT SCANNING SCdflaara Sim Dacwerif S, Large FOWaC Doc uments alttl MI[IpgrapRlCs QUALITY ASSURANCE TEXT EEfVkTIOH 6arCene.OCR. C-..,� INDExiNG VALIDATION/VERIFICATION IMAGING OUTPUT DRC, FTP, Email, Meala Figure 6 - Document Management - Workflow Document Preparation The standard document preparation includes removing fastenings (staples, clips, binder posts, etc.), unfolding, straightening bent corners, minor repairs, and taping small documents to carrier sheets. Job -specific preparation steps (e.g., the handling of sticky notes) will be performed as documented in the Statement of Work and the Imaging Center Operations documentation. Each box is prepared as required; the activity is logged and signed by the operator who signs off. A Quality Control (QC) inspection of the preparation work is performed (typically by the supervisor), logged and signed. 16 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Scanning Prepared boxes of documents are scanned; the operator monitors the feeding and the resultant images, correcting misfeeds, multiple feeds, image capture, and image legibility issues as they are encountered. The software and hardware automated features are used where possible to ensure optimal image quality output without intensive and expensive manual intervention. A Scan QC inspection is performed, verifying the correctness of the document grouping and verifying the overall legibility of the images. Figure 7 - Document Conversion Indexing Documents will be indexed as documented in the Statement of Work (SOW) and Operations documentation, using combinations of automated extraction and manual entry. If required, a double entry pass is performed to verify that the index data is correct and complete. Quality Inspection Iron Mountain's standard QC Inspection uses the ANSI/ASQC Standard Z1.4 Sampling and Acceptance Plan, inspecting the specified number of random document images throughout the batch. Images must be present, complete, and a faithful reproduction of the original. Exceptions are corrected and noted; corrective action to prevent reoccurrence is documented. If the number of exceptions discovered exceeds the Plan's rejection boundary, the batch is returned for 100 percent paper to image inspection and correction. The alternative QC Inspection plan compares every page to the generated image(s), ensuring completeness of capture and faithful reproduction. This extra -cost option is suitable for vital records and business -critical records where assurance of 100 percent capture is required. 17 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com r J A Figure 8 - Quality Inspection Output Packaging and Release The resulting image set and associated index information is packaged by the capture software as required and released as designated. Standard output image formats include single- and multi -page TIFF G4 image files and multi -page, image -only PDF files. Optional formats include multi -page image plus text PDF files, PDF/A files, Bates - numbered, single -page G4 TIFFs, and less popular formats. Standard index -file formats include delimited ASCII text files and ODBC -compatible files. Custom outputs are available through Iron Mountain's Professional Services. Output packaging produces image and index information suitable for ingestion into the destination system and is dictated by the requirements of that system. Common formats include XML packaging and output for specific business systems (e.g., Iron Mountain's Digital Record Center for Images). Output Transfer Options for the secure transfer of the output package to the destination system include a Secure FTP transfer (hosted by Iron Mountain or by the customer), the use of media - carrying encrypted data (e.g., DVDs, USB drives), and custom communication links. Post -Imaging Document Handling Following the image conversion process, the source documents may be stored securely with Iron Mountain, held for a short time pending destruction authorization, then securely shredded by Iron Mountain or returned to the customer. Information on Iron Mountain's storage and destruction options and specifics are available in separate documentation. 5. Discuss indexing procedures Documents will be indexed as documented in the Statement of Work (SOW) and Operations documentation, using combinations of automated extraction and manual entry. If required, a double entry pass is performed to verify that the index data is correct and complete 6. Discuss naming conventions 18 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Index naming conventions will be mutually agreed upon between the City and Iron Mountain and made a part of the Statement of Work. 7. Discuss digital data delivery methods for easy transfer into Laserfiche, e.g. CD, external hard drive, remote access, etc. Options for the secure transfer of the output package to the destination system include a Secure FTP transfer (hosted by Iron Mountain or by the customer), the use of media - carrying encrypted data (e.g., DVDs, USB drives), and custom communication links. 8. Discuss quality control procedures and checks and balances Iron Mountain's standard QC Inspection uses the ANSI/ASQC Standard Z1.4 Sampling and Acceptance Plan, inspecting the specified number of random document images throughout the batch. Images must be present, complete, and a faithful reproduction of the original. Exceptions are corrected and noted; corrective action to prevent reoccurrence is documented. If the number of exceptions discovered exceeds the Plan's rejection boundary, the batch is returned for 100 percent paper to image inspection and correction. The alternative QC Inspection plan compares every page to the generated image(s), ensuring completeness of capture and faithful reproduction. This extra -cost option is suitable for vital records and business -critical records where assurance of 100 percent capture is required. 9. Methods of protection of clients' original documents from fire, theft, and other losses and damages A secure and appropriate record storage environment is the foundation of our commitment to customers and other stakeholders; it is the basis upon which customers entrust their records to Iron Mountain. Iron Mountain leads the industry in quality record center construction, safety & security. Iron Mountain utilizes both electronic access controls and personal recognition as methodologies for controlling access to its facilities, and the majority of our larger operations are equipped with access card technology. We require that all facilities maintain a system of positive employee and visitor identification and logging, whether electronic or manual. All personnel are required to wear identification badges while on Iron Mountain premises. Badges are color coded to indicate access authorization levels. Unescorted access to our record centers is prohibited for all but Iron Mountain employees. All of our facilities are equipped with intrusion detection systems that are monitored by a central station for after-hours control. Alarm technology may include passive infrared motion detectors, dual technology glass break detection, photo -beam detectors, sound -activated microphones and magnetic door contacts. Alarm systems are designed to accommodate specific site requirements. Finally, Iron Mountain utilizes education and awareness -training tools to ensure that all employees are aware of the criticality of controlling access to our buildings. 19 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Iron Mountain utilizes technology, procedures and employee training to ensure that only authorized personnel gain access to our record centers, thus providing an extra measure of protection to our customers' records. Adherence to NFPA applicable state and local codes is a prerequisite when we open a record center and when we inspect each new section of a storage system. Iron Mountain's Corporate Facilities Engineering department prepares full site drawings in conjunction with the storage system supplier and Global Fire Protection Consulting (Fire Protection Engineers and consultants). All drawings are submitted to local officials when permits are required. Iron Mountain meets or exceeds all building, safety and fire protection codes. Our Facilities Engineering group includes structural engineers who specialize in record center construction and building configuration, fire protection, security, and storage system design. Iron Mountain does not cut corners on these foundational aspects of our commitment to our customers. Our customers are assured no other vendor will do a betterjob in this critical area. 20 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com F. Description of Proposer's warranty/guarantee of work product Iron Mountain's standard QC Inspection uses the ANSI/ASQC Standard Z1.4 Sampling and Acceptance Plan, inspecting the specified number of random document images throughout the batch. Images must be present, complete, and a faithful reproduction of the original. Exceptions are corrected and noted; corrective action to prevent reoccurrence is documented. If the number of exceptions discovered exceeds the Plan's rejection boundary, the batch is returned for 100 percent paper to image inspection and correction. The alternative QC Inspection plan compares every page to the generated image(s), ensuring completeness of capture and faithful reproduction. This extra -cost option is suitable for vital records and business -critical records where assurance of 100 percent capture is required. 21 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com G. Pricing Chart Please see the completed Pricing Chart on the following page. 22 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com ATTACHMENT 1 PRICING CHART SERVICES.. ................................................... PRICE per image SHIPPING: Per Trip fee $15.00 Transportation handling per cubic foot. $1.00 PRE -SCANNING DOCUMENT PREPARATION: No Charge Basic Prep (Documents lightly fastened, 20+ pages per fastener, less than to repair re uire ) SCANNING: (best image rate: 200-400 DPI) Black & White 8Y2 x 11, 8'/z x 14, Plan sheets $.06 per image Greyscale 81/2 x 11, 8Y2 x 14, Plan sheets $.06 per image Full Color 8'/2 x 11, 8Y2 x 14, Plan sheets $.07 per image Plan Sheets/Oversize Documents $1.25 per image FILE RE -ASSEMBLY.- No Charge Placement of loose paperwork, back into original box in the order it was scanned INDEXING (per field pricing): No Charge Up to 2 fields of manual indexing OCR-ing: $.005 per image DATA TRANSFER (per CD/DVD or Laserfiche Briefcase): Secure File Transfer Protocol (SFTP) No Charge CD/DVD Master $50.00 CD/DVD Additional copies $25.00 QUALITY CONTROL: ANSI Standard No Charge OTHER CHARGES, FEES OR BILLABLES: Please see below: Use additional copies of this form if space is needed Signed: If Required: $750 SFTP set up fee aczc, wj - If required: $500 Custom Batch Cg,�ts set up fee Iron Mountain Solutions Information Governance and Discovery • Records Management • Secure Shredding • Federal Records Storage • Compliant Records Management • Compliant Information Destruction • Health Information Services • Medical Image Archiving • Film and Sound Archives • Fulfillment Services • Energy Data Services Data Backup and Recovery • Offsite Tape Vaulting Services • Online Vaulting Services, including: — Server Backup — PC Backup • Data Restoration Services • Intellectual Property Management — Software, SaaS, Data Escrow — Verification Services • Consulting Services • Value Added Services, including: — Disaster Recovery Testing — Library Moves — Media Destruction Document Process Efficiencies • Document Management Solutions • Business Process Management I. Subcontracting Subcontracting any portion(s) of the Scope of Services is not preferable however if a Proposer can demonstrate to the City's satisfaction that is in the best interest of the project to permit a portion of the service(s) to be subcontracted by Proposer, it may be considered. Provide details on the role of any subcontractor that will be used. Assignment is prohibited. Not applicable. Iron Mountain will not be utilizing sub -contractors. 24 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com J. List of services and/or information needed from the City List of services and/or information needed from the City in order for the project to succeea. In order to provide the City of La Quinta with the best possible service, please provide detailed information about the specific documents and files to be scanned. Please see the Data Gathering Form on the following page. This form outlines the information needed. We are happy to conduct a site assessment to review documents and complete the form directly. 25 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com /1 L a 0 I\, L. U>1 • N LL O � m8 t ani N N d Q Q N O O E N X R 0 y d m O 0 N 'a O r o a O a f6 E 0 > >0 > a> 0 w a a at 2t `a p t U u v u 0 � u y � Q ❑ ❑ (a u O _ LL 0 Ow r a❑ . O w o m 0 o .2 E o v Y ' •� V as • Y O 000 u m � C �am `o a v 3 • � w • • X ,O v y 3 v �L � a y � O >• u m m ❑ ❑ X L9 00 u u .+ m OO Z Z W ❑ ❑ ti X 0m v m p ❑❑ v � E � O o E w m o CZ Z E ❑ ❑ .2 °Ja U N N a — (B Z 4) y +' n y Q v C O U O O g (B E U) c a O. In u W O (n O y OH LL (D o V X O co N E OL v Q Oa� .mC =L :3 v O -01 O v a a F- °`.1 >. a vmo /1 L a 0 I\, L. U>1 • N LL O � m8 t y N N d Q Q N O O E N X R N y d m O 0 N 'a O r o a O a f6 E 0 > >0 > a> 0 w a a at 2t • t N O N LL O E d R CL a N N y U r lL O O C f6 E 0 xt > a> > a> w N y o �i N � ` a C O N �L v O U` 0 v /1 Q O ❑ = v 7 o ❑O_ � c O o c ° R V! 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W fA Y 'p fA d y c O = Y C1 U) c N R V v Ov Q '� d s O R U O v a d J Q' d fn 00 in fn fn y W fn LU MJ `W r X LU 0 Z w 0 LL LU Q CL V/ J LU LU U) v 0 (O T C N N ❑ u 0 ❑ bD � m ❑ _ a ❑ N Q \ Z a o LL > 45 L 3 � ❑v (O '6 N '6 0 Q (O C N X W ❑ W � � L (o 1 L o 3 ❑ a ❑ c v ° z � LL Y � ❑ DD C � v X W m C LL LL p U ❑ N m Q _ Q u a ❑ c3 G ❑ ❑ 3 U o o a LL (O LL X H M ❑ N ❑ H Q Y Q N T N c N ❑C ❑ ❑ ❑ y E y W R R O O Y �H O Q. O. tm O W C O L y > d 3 E � l4 E l4 E= Q LCL c d v - s v v £ 3 C O C A L L N m ❑ ° O m ❑ E Q C ❑ LO L � M _ to Q o O ❑ ^ .L N V 5 � C V .> o o Z Cr o o Q a❑❑ _ w d (� 3 CY o "a � 0 3 A ❑ O ❑ w N Q 3 o > N bD Y i C N 71 ❑ ❑ s 3 � c o a O Y o ° 3 — - YO mU 4AA C Z 3 a ❑ o a ❑ °D ❑ p 2! c c 2 � ul T QJ v Y O - L a m in O D ❑ ❑ ❑ ❑ ❑ ❑ O O rt+ d Q v Ta O v C in ii u rn L a� a ci o V w > � u rn LU MJ `W r X LU 0 Z w 0 LL LU Q CL V/ J LU LU U) 0 (O C N N ❑ u 0 ❑ � m ❑ ❑ a o LL > 45 L G1 � � (O '6 N '6 0 Q (O C N X W ❑ W � � (o 1 L o ❑ a ❑ v z � LL ❑ � v X W LL LL p U N m Q _ u a ❑ c3 G ❑ ❑ 3 U o o a LL LL X H M ❑ N ❑ H ❑ Q N c ❑ ❑ ❑ ❑ y E y W R R O Y �H Q. O. tm O W C O L y > d d E l4 E l4 E= LCL c d U D c c_ -o L (O 0 Q N � t o � v 0 w 0 E `o v c t Q v v 0 E `o C c O C O � w, U •L �+ E ;° E N (A0 0 v R r Z Vl G V1 *k 3 O 0 d Q � LL O .Q u 0 d V) C. 0 Q 0 0 c c_ -o L (O 0 Q N � t o � v 0 w 0 E `o v c t Q v v 0 E `o C c O C O � w, U •L �+ E ;° E IA (A0 0 v 0 Q r j U C m 0 0 0 0 V) Q 0 0 0 0 a+ U •L Y IA N N N W N >El000 3 v v v v D D D D 0 0 0 0 a a a a 0 0 0 0 C C 3 3 3 3 H T v v v � L a v E c 7 O L C O a+ U Q v E m Z O C7 N c_ -o L (O L Q N � t o � v 0 0 E `o c t Q v v 0 E `o c C O � w, �+ E ;° E (A0 0 0 Q r j U C m L L OCL V •> 0 LL V) Q K. Insurance H statement that, if selected, Proposer will provide the minimum insurance coverage and indemnification noted in Sections 5.0 and 6.0 of the City's Contract Services Agreement. (ATTACHMENT 2). Please see section 1. Insurance in Amendment to Request for Proposal in the Appendix of this document. 26 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com L. Non -Collusion Affidavit NON -COLLUSION AFFIDAVIT executed by an official authorized to bind the firm. (ATTACHMENT 3) Please see Iron Mountain's executed Non -Collusion Affidavit on the follow page. 27 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com ATTACHMENT 3 NON -COLLUSION AFFIDAVIT FORM Document Scanning Services .................................... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 MUST BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL 1, Jame Incavo , (name) hereby declare as follows: am vice President (title) of Iron Mountain (company), the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any other proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Proposer Signature �? By Name James Incavo Title Vice President Organization Iron Mountain Address 12958 Midway Place, Cerritos, CA 90703 .. 27 M. Acknowledgement of Addenda ACKNOWLEDGMENT OF ADDENDA initialed acknowledging receipt of addendum/addenda issued, if any. (ATTACHMENT 4) Iron Mountain complies with this requirement. Please see Iron Mountain's completed Acknowledgement of Addenda on the following page. 28 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com ATTACHMENT 4 ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA ADDENDUM NO. SIGNATURE INDICATING RECEIPT Addendum #1 .. 28 RFP Pricing Considerations and Service Requirements FIRMS RESPONDING TO THIS RFP MUST PROVIDE PRICES FOR EACH OF THE FOLLOWING ON THE PRICING CHART (ATTACHMENT 1): Iron Mountain has provided the Pricing Chart in section G. Pricing Chart of this document. 1) SHIPPING TO / FROM CITY HALL TO SCANNING SITE a) List box sizes and related costs; indicate how plan rolls will be charged. Iron Mountain complies with this requirement. Please see Pricing Chart in section G. Pricing Chart of this document. b) Provide a "pickup slip" or other document as proof of pick up, to be signed by both City staff and Contractor's staff. Iron Mountain utilizes a bar code scanner with digital signature window. Information is available via the Iron Mountain Connect web portal versus the use of paper documents. c) Provide a "return slip" or other document as proof of return, to be signed by both City staff and Contractor's staff. Iron Mountain utilizes a bar code scanner with digital signature window. Information is available via the Iron Mountain Connect web portal versus the use of paper documents. d) Mark "SCANNED" and DATE scanning completed on the outside of every returned box. Iron Mountain will comply with this requirement. e) Provide carrier's insurance and bonding limits. Please see section 1. Insurance in Amendment to Request for Proposal in the Appendix of this document for information regarding insurance. Iron Mountain employees are bonded in the sense that Iron Mountain, Inc. and all subsidiary companies are insured against employee theft. Insurers do not bond individual employees for companies the size of Iron Mountain; they insure them on a blanket basis. The Commercial Crime Insurance Policy has been amended to include "direct losses of money, securities, and other property of a client (customer) of the Insured (Iron Mountain)." As with all crime coverage, a condition of loss is that the theft must be attributable to an identifiable employee, although a criminal conviction is not required. A customer's property is still subject to a limitation of liability and is NOT insured for them by Iron Mountain. 29 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com 2) PRE -SCANNING DOCUMENT PREP Remove staples and clips, and as needed, repair damaged pages, affix odd size pages to carrier sheets, insert separator pages, etc. Iron Mountain will comply with these requirements. 3) SCANNING Scan paper documents at the best image rate from minimum 200 DPI to 400+ DPI, in all native sizes and colors to Laserfiche (TIFF) images with template data. Provide per - image prices for the various sizes in Black & White, greyscale and color. Iron Mountain will comply with these requirements. Please see Pricing Chart in section G. Pricing Chart of this document. 4) FILE RE -ASSEMBLY Re -assemble paper files in the same order they were found prior to scanning. Iron Mountain will comply with this requirement. 5) INDEXING Data entry of index fields following City's templates and instructions. Iron Mountain will comply with this requirement. 6) OCR-ing Convert City -selected pages to searchable text with OCR function. Iron Mountain will comply with this requirement. 7) DATA TRANSFER Provide images and index data on one master and one duplicate CD/DVD, Laserfiche Briefcase (LFB), or similar for importing into the City's Laserfiche repository (currently running Laserfiche version 8.1). Provide a Certificate of Authenticity image with each CD/DVD. Iron Mountain will comply with this requirement. 8) QUALITY CONTROL Examine all scanned images and index data for completeness, clarity, and accuracy. Where necessary, de -speckle, de -skew, rotate, rescan, correct, suppress background, enhance etc. documents to produce a readable digital image. Quality control shall meet the following criteria for all images: 30 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com o Images shall be the same or better quality than the original Iron Mountain will comply with this requirement. o Images shall be accurately labeled and indexed Iron Mountain will comply with this requirement. o Images shall be visually inspected, quality adjustments made as needed Iron Mountain will comply with this requirement. o After two attempts by Contractor to improve the quality of an image, Contractor may stamp a document "Poor Quality Original" if it contains unreadable text or graphics Iron Mountain will comply with this requirement. o Contractor -scanned images found to be unacceptable based on the City's quality control standards shall be put through all the steps above by Contractor at no cost to the City Iron Mountain will comply with this requirement. 9) OTHER CHARGES, FEES OR BILLABLES Provide explanation and amounts for any other charges, fees or billables not listed above but necessary to complete the project. Non -disclosure of all costs during the RFP process could result in disqualification. Iron Mountain will comply with this requirement. Please see Pricing Chart in section G. Pricing Chart of this document. 31 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Document Management Solutions Overview Iron Mountain Document Management Solutions (DMS) helps customers store, access, and manage all of their business records wherever and whenever they are needed. Document Management Solutions allows customers to create a comprehensive, fully integrated document management program that gives them complete visibility and access to all of their business records. In turn, our enhanced access and control can speed business processes and decision-making, improve customer service, and support compliance requirements. Figure 10 - An Integrated Document Management Solution Iron Mountain's Document Management Proposition: • Records Storage and Management • Document Conversion Services • Secure Shredding Services • On-line Digital Archiving and Access o Accutrac® o Digital Record Center for Images® (DRCi) Proposition Highlights: • Single Vendor • Chain of Custody • Cost Effective • Business Continuity • Free Up Resources • Budget Optimization 32 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Document Management Solutions helps businesses to: • Improve service by speeding up the transition to an electronic environment; integrating the management of physical and digital records; and simultaneously distributing and accessing their records around the office or around the world. • Reduce cost by consolidating vendors, improving process efficiencies, establishing chain of custody for your documents, and performing "intelligent scanning" of only your most highly accessed records. • Mitigate risk by building on your unique best practices and compliance standards, allowing you to recognize the benefits of business continuity — by knowing that if disaster hits, your records and information are safe and accessible. Document Conversion Services Iron Mountain has been providing scanning services for 18 years. During this time, a network of approximately 148 Imaging Centers has been implemented world-wide to provide document conversion services to customers in key markets. We also continue to develop relationships with premier document conversion partners throughout North America. Globally, we scan over 63 million pages per month. Document Conversion Services will streamline your organization's ability to store, access and manage documents, while cutting costs and stress. Our solution allows you to scan and digitize new information, convert pre-existing documents to digital formats and archive everything in a way that maximizes your ability to store and access the information you need—without compromising your budget in the process. Intelligent Scanning Intelligent scanning offers customers a major opportunity to reduce costs by scanning only the material that needs to be retrieved. We work with you to assess your retrieval needs and identify what needs to be scanned. The normal driver/justification for imaging: • What percent of the documents will ever be retrieved? • How quickly do you need access when they are retrieved? • Where and who needs access? Based on answers to these and other questions, Iron Mountain will help you identify the most appropriate scanning approach. Options include: • Scan 100 percent of documents 33 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com • Scan only the portion of the document that is required to be reviewed - Abstract Scanning • Scan a document as and when it is requested — Image On Demand"' Conversion Retrieval Scanning choices requirements choices 100% Conversion Retrieved409 Speed of Access Abstract Scanning Distributed MEL Access Image On Demand r] Figure 11 - Intelligent Scanning - Conversion Options 100% % of Documents Scanned Iron Mountain will work closely with your organization to understand the needs of those departments considering digitizing documents and recommend the most efficient and cost- effective solution. Iron Mountain Document Imaging supports four common conversion scenarios: • Backfile Document Imaging • Day Forward Document Imaging • Special Projects • Image on Demand TM Backfile Document Imaging When organizations have a backlog of paper records that are costly to store and manage, Iron Mountain can help establish a fast and efficient process for the bulk conversion of those records to electronic form. Backfile conversion reduces or eliminates onsite physical records storage and makes records easier to search, access, and distribute. Proprietary Web -based tools provide an efficient way to identify records that have met their retention requirements so they can be safely purged, without requiring your staff to physically examine the contents of every carton. 34 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Day Forward Document Imaging While many types of records are initially created on paper, companies often want to quickly convert them to electronic form to support electronic workflow processes. However, the cost of converting the "Backfile" data is weighed against the anticipated access volumes. In this case, the most prudent decision is often imaging all day -forward material, and leveraging an image -on -demand strategy for the backfile material. Day -forward conversion services help customers to establish a conversion process that integrates smoothly with their existing business processes. With day -forward scanning, documents are labeled for scanning at the customer location, and on receipt at the Iron Mountain facility are placed in an imaging center inbounding location for scanning prior to physical storage. A chain of custody is maintained with each movement of the material through imaging center to its final storage location. Special Projects Iron Mountain's imaging team has the skills and experience to tailor a customized scanning solution to meet your organizations specific requirements. Many companies are in the process of migrating from a paper based environment to an online digital architecture. This transition may require hundreds of hours of conversion labor that would negatively impact your organization's ability to conduct core business activities. Iron Mountain's Digital Imaging Centers are staffed with skilled document management technicians who provide a cost effective alternative. Image on Demand TM Not every paper document needs to be converted to a digital format stored electronically and accessed regularly. With that in mind, Iron Mountain developed Image On Demand TM, a flexible, document -imaging solution designed to provide fast access to the documents you need when you need them. As you manage your wide array of information, it's often unnecessary and costly to scan and electronically store every one of your existing documents. Image On Demand TM provides cost-effective conversion solutions for paper-based documentation that have low retrieval needs. You can outsource your complete document library, and through our team of trusted experts, get your specific documents retrieved, scanned and made available to you—quickly. With this pay-as-you-go service, you will reap immediate and long-term reductions in cost and risk, regardless of your evolving information challenges. Document Conversion Process Overview Iron Mountain has established Standard Operating Procedures (SOP's) for its Image Conversion process. The Imaging Center staff is trained on the procedures, and adherence to them is verified through the Internal Audit group as part of the regular site inspections. 35 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com These SOP's include the establishment of documentation for each distinct application, training acknowledgement for each operator involved in the application, tracking and logging of tasks and operators and Quality Assurance (QA) inspections with any resulting corrective actions. Iron Mountain's Document Conversion Workflow is shown in the figure below. Delivery of Documents .......... Verify and Inventory Inventory and document tracking entered into SI(P Document Prep Remcval of staples, paper Gips, bindings and sticky notes ........................... -- - --- -----a----- - --- -------------- --------- Indexing ------- Indexing Document Scanning Index information vdll be High volume production scanners. extracted from a database Each page is hand ted and viewed. or hand -keyed Text Extraction Ouality Assurance Release Oplional step to OCR document Inspects images and index Digital Records Center, cliem val ues for accu racy repository, Cl DVD andfor FTP Figure 12 – Document Conversion Process - Workflow The steps in the workflow are as follows: Transportation Transfer of the documents to be imaged from the customer is normally handled by Iron Mountain's secure transportation, beginning the chain -of custody -tracking at the pickup point. Further information on this is available separately. Inbounding Boxes of documents destined for the Imaging Center are received, logged into SafeKeeperPLUS®— Iron Mountain's inventory management system — and directed to the appropriate location. 36 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com A DOCUMENT SCANNING 1 - Standard Site DoEUmen1S, Larqe Format Doc uments an d M is roq rapn ics QUALITY ASSURANCE TEXT EXT AGTlON X ' II rm I Bar Cone. OCR, Coni[ �! f INDEXING VALIDATION/VERIFICATION IMAGING OUTPUT Index Information Keyedandlor DRC. FTP. Email, Media Extracted from a Dataoase Figure 13 - Document Management - Workflow Document Preparation The standard document preparation includes removing fastenings (staples, clips, binder posts, etc.), unfolding, straightening bent corners, minor repairs, and taping small documents to carrier sheets. Job -specific preparation steps (e.g., the handling of sticky notes) will be performed as documented in the Statement of Work and the Imaging Center Operations documentation. Each box is prepared as required; the activity is logged and signed by the operator who signs off. A Quality Control (QC) inspection of the preparation work is performed (typically by the supervisor), logged and signed. Scanning Prepared boxes of documents are scanned; the operator monitors the feeding and the resultant images, correcting misfeeds, multiple feeds, image capture, and image legibility issues as they are encountered. The software and hardware automated features are used where possible to ensure optimal image quality output without intensive and expensive manual intervention. A Scan QC inspection is performed, verifying the correctness of the document grouping and verifying the overall legibility of the images. Figure 14 - Document Conversion 37 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com ' CUSTOMIZED WORKFLOW IMPLEMENTATION INBOUND OF Review Celaiiel Job Specifications DOCUMENT PREPARATION MATERIALS Define File Rream Remove Fasteners A DOCUMENT SCANNING 1 - Standard Site DoEUmen1S, Larqe Format Doc uments an d M is roq rapn ics QUALITY ASSURANCE TEXT EXT AGTlON X ' II rm I Bar Cone. OCR, Coni[ �! f INDEXING VALIDATION/VERIFICATION IMAGING OUTPUT Index Information Keyedandlor DRC. FTP. Email, Media Extracted from a Dataoase Figure 13 - Document Management - Workflow Document Preparation The standard document preparation includes removing fastenings (staples, clips, binder posts, etc.), unfolding, straightening bent corners, minor repairs, and taping small documents to carrier sheets. Job -specific preparation steps (e.g., the handling of sticky notes) will be performed as documented in the Statement of Work and the Imaging Center Operations documentation. Each box is prepared as required; the activity is logged and signed by the operator who signs off. A Quality Control (QC) inspection of the preparation work is performed (typically by the supervisor), logged and signed. Scanning Prepared boxes of documents are scanned; the operator monitors the feeding and the resultant images, correcting misfeeds, multiple feeds, image capture, and image legibility issues as they are encountered. The software and hardware automated features are used where possible to ensure optimal image quality output without intensive and expensive manual intervention. A Scan QC inspection is performed, verifying the correctness of the document grouping and verifying the overall legibility of the images. Figure 14 - Document Conversion 37 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Indexing Documents will be indexed as documented in the Statement of Work (SOW) and Operations documentation, using combinations of automated extraction and manual entry. If required, a double entry pass is performed to verify that the index data is correct and complete. Quality Inspection Iron Mountain's standard QC Inspection uses the ANSI/ASQC Standard Z1.4 Sampling and Acceptance Plan, inspecting the specified number of random document images throughout the batch. Images must be present, complete, and a faithful reproduction of the original. Exceptions are corrected and noted; corrective action to prevent reoccurrence is documented. If the number of exceptions discovered exceeds the Plan's rejection boundary, the batch is returned for 100 percent paper to image inspection and correction. The alternative QC Inspection plan compares every page to the generated image(s), ensuring completeness of capture and faithful reproduction. This extra -cost option is suitable for vital records and business -critical records where assurance of 100 percent capture is required. Figure 15 - Quality Inspection Output Packaging and Release The resulting image set and associated index information is packaged by the capture software as required and released as designated. Standard output image formats include single- and multi -page TIFF G4 image files and multi -page, image -only PDF files. Optional formats include multi -page image plus text PDF files, PDF/A files, Bates -numbered, single - page G4 TIFFs, and less popular formats. Standard index -file formats include delimited ASCII text files and ODBC -compatible files. Custom outputs are available through Iron Mountain's Professional Services. 38 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Output packaging produces image and index information suitable for ingestion into the destination system and is dictated by the requirements of that system. Common formats include XML packaging and output for specific business systems (e.g., Iron Mountain's Digital Record Center for Images). Output Transfer Options for the secure transfer of the output package to the destination system include a Secure FTP transfer (hosted by Iron Mountain or by the customer), the use of media -carrying encrypted data (e.g., DVDs, USB drives), and custom communication links. Post -Imaging Document Handling Following the image conversion process, the source documents may be stored securely with Iron Mountain, held for a short time pending destruction authorization, then securely shredded by Iron Mountain or returned to the customer. Information on Iron Mountain's storage and destruction options and specifics are available in separate documentation. Digital Record Center for Images® (DRCi) Iron Mountain's Digital Record Center® for Images is an efficient, cost effective, and robust hosted Software -as -a -Service (SaaS) solution that provides the following functionality: • High-capacity, high -availability storage for digital copies of business documents in many different formats. • Sophisticated search tools and rapid retrieval capabilities, built on IBM® Content Manager OnDemandTM, a proven system actively used by over 13,000 companies the Digital Record Center for Images allows authorized users to quickly access records on a 24/7 basis over the Internet. • Flexible configuration, anytime/anywhere access, disaster recovery and business continuity, enhanced security, rich administrative functionality, self-service administrative capabilities, and rapid deployment. Iron Mountain's Digital Record Center® for Images has been designed to help companies meet storage and retrieval requirements of document images in a cost-effective, legally credible manner, and combines the benefits of an outsourced solution with the strengths of Iron Mountain's records and information management expectations. Powered by IBM® Content Manager OnDemandTM, a proven system actively used by over 13,000 companies, the Digital Record Center for Images is a Fixed Content Repository that supports COLD data, images, and PDFs. The system has sophisticated search tools and rapid retrieval capabilities allowing authorized users to quickly access records on a 24/7 basis over the Internet. The Digital Record Center for Images solution provides the following benefits: • Flexible configuration — Each application can be uniquely configured to reflect your 39 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com requirements and the way you do business. • Anytime/anywhere access — Your knowledge workers have 24/7 access to business records, from any system with a Web browser. No special client software is required. Storage and access is provided for many document types, including scanned images, report data, digital business documents, pictures, and others. With suitable authorization, retrieved documents can be viewed, printed, emailed, or saved to a local folder. • Disaster recovery and business continuity — Housed offsite at a highly secure Iron Mountain facility, the Digital Record Center for Images ensures continuity by utilizing redundant, mirrored IT systems as well as redundant Internet connections and communication links. • Enhanced security — The Digital Record Center for Images lets you control user access through login and password requirements. Administrators can apply permissions to control which users can read and revise sensitive records. Secure document transmission is assured through encrypted Internet links, and audit trails can provide a record of user activity, further enhancing accountability. Rapid deployment with no capital expense — Our hosted solution requires no up -front investment for hardware, software, or infrastructure. Image capture and indexing can be handled by your in-house staff or outsourced to Iron Mountain. Web Administration The Digital Record Center® for Images' administration tool is a convenient and simple way for customer administrators to manage their Digital Record Center for Images users. This intuitive, Web -based user interface enables administrators to perform user administrative tasks such as adding, removing, activating, and deactivating users; adding and removing users from groups; and resetting user passwords. User management is further simplified by automatic email notification to users when their accounts are initially set up and when passwords are reset. Retrieval and Print Capability Retrieval from our Digital Record Center® for Images is fast and simple. Employees with appropriate access rights will be able to retrieve, print, fax and email directly from the repository via a Web browser. Scanning and Indexing Process Iron Mountain uses Kofax Capture software as a standard for our scanning and indexing needs. Kofax Capture delivers powerful, production -level document and data capture. For document capture, it is the fastest, most flexible scanning and indexing solution available. For data capture, Kofax Capture can be configured to extract important information such as machine -printed text and bar codes. 40 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Figure 16 - DRCi Login Screen The key to proper access by your user community is the planning at the document capture phase. Iron Mountain will work with your organization to determine the proper index criteria for current and future needs. Iron Mountain will then build these requirements into Kofax Capture to ensure fast and easy access of your information. Every index field that is populated during the capture phase is replicated in our Digital Record Center® for Images. The Digital Record Center is an object repository that stores files in an organized, accessible structure and is searchable based upon index fields established by the customer. File viewing can be accomplished by using either embedded viewers in the Web client or by opening files with the appropriate native application (e.g., Adobe® Acrobat® for PDF files, or the Windows Imaging Viewer for TIFF files, etc.). The Digital Record Center provides a robust search capability that that supports parametric searches of one or more index fields. Logical relationships between search fields can be established using a search engine that can execute Boolean searches. For example, it is possible to execute a search for all employees with "Last Name" _ "Smith" and a "Hire Date" between "1/1/2006" and "1/30/2006." All files that meet the search criteria will be returned in a hit list. Files can be opened by double clicking on any of the items returned by the search. Ingestion There are several methods used to ingest data into the Digital Record Center® for Images. The primary method involves moving documents/images from file system locations in various predetermined formats. Documents/images are typically pushed into the Digital Record Center for Images via FTP, HTTP, and via direct integration through a Web services application -programming interface (API). Several third -party products, such as Kofax Capture software, can also be used to move images into the system, where the documents become available to the record center via specific folders. 41 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Desktop Upload Desktop Upload allows you to quickly and simply upload digital files from your desktop to the Digital Record Center® for Images. This intuitive, Web -based application provides the option to store digital and converted files together, in one location, for use by authorized employees in multiple settings. Mandatory metadata fields index each file for simple document retrieval. Desktop Upload ensures the traceability of digital content added to the Digital Records Center for Images by adding user IDs and reference numbers to all uploaded content available for viewing. Additionally, this hosted solution provides user notifications when uploaded content is available for viewing. Ingestion Security The Digital Record Center for Images uses SHA -1, a one-way hash function developed by the National Institute of Standards and Technology (NIST), to ensure file transfer integrity. A one-way hash function takes variable -length input and produces a fixed -length output. This fixed -length output is called the message digest. The hash function ensures that if the information is changed in any way — even by just one bit — an entirely different output value is produced. This hash computation occurs twice, once by the sender to establish the message digest and once by the recipient who confirms the message digest. If the digests are not identical, corruption may have occurred during the transfer. The Digital Record Center for Images provides confirmation reports that describe the FTP/SHA-1 transaction results with intelligent messages. All records go through several pre -ingestion processing phases to ensure that they are eligible for ingestion including unzipping/uncompressing files, decryption, and data authentication. Iron Mountain has also created an exclusive process to improve standard ingestion by incorporating the high-level enhancements such as batch validation; data type and field level validation with autocorrect; reconciliation reporting; flexible disposition options; and feedback. High Availability The Digital Record Center for Images infrastructure utilizes field -proven IBM® hardware and software. It is configured as a redundant, fault-tolerant architecture with no single point of failure which includes all components of hardware and software. IBM's High Availability Cluster Multi -Processing (HACMPTM) helps protect the Digital Record Center for Images from failures by providing reliable monitoring, failure detection, and automated recovery of the application environment to backup resources, all transparently to the user. HACMP monitors, detects, and reacts to conditions, maintaining service availability during random, unexpected system or software problems. In the event of a problem, the system automatically fails over to the passive node with no interruption in service. All data 1/0 internal to the Digital Record Center for Images is transmitted using Multipath 42 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Input / Output (MPIO) capabilities to the storage devices to maximize throughput and provide efficient routing. Disaster Recovery and Off-site Backup -up Iron Mountain's Disaster Recovery site for the Digital Record Center for Images is located in an underground facility that is geographically separated from the primary facility. In the case of a disaster at the primary data center, the Digital Record Center for Images will continue operations from the disaster recovery site. All data from the Digital Record Center for Images is also backed up on a regular schedule. Incremental backups are performed nightly, and full backups are carried out each week with tapes held for thirty days. A full backup is also conducted on a monthly rotation with tapes held for thirteen months. Once created, the tapes are removed from the underground facility and stored in a secure, fireproof vault at a separate location. Enhanced Security Features The Digital Record Center for Images offers advanced security measures related to data access and transmission and is located in a secure vault that ensures your data is always protected. Data Access Security Users accessing the Digital Record Center for Images can access only authorized data and are restricted to their document security assignments for functions such as updating metadata and adding annotation notes. To ease system administration, users are organized into user groups with default group privileges, such as data access or system functions, allowing convenient security settings to be established and assigned to logical organizational groups. When new users are provided system access, their security assignments will be inherited based upon the group that they are in. Users have no access to or awareness of projects, folders, or documents that they are not authorized to see. This lowers the security risk for the entire system. The Digital Record Center for Images is also compliant with SEC Rule 17a-4. Iron Mountain utilizes WORM (Write Once Read Many) tape media to ensure that once customer data is stored it cannot be modified. This option is available upon request. Secure Socket Layers The Digital Record Center for Images is implemented using Secure Socket Layer (SSL), a protocol for transmitting documents via the Internet using encryption technology. This ensures an extremely high level of data transmission security through 1024 -bit encryption technology. As information is transferred between the server and the Web clients, all data is encrypted. The Digital Record Center for Images uses server -side certificates to encrypt the 43 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com data using SSL for the Web application. Any Internet traffic that lands on the clear text site using HTTP will be redirected to the secure port for HTTPS. When using Web services integration, a two-way authentication is employed using both client- and server -side certificates. All unauthorized requests are rejected. If a customer uses FTP for ingesting assets/documents, access is provided through a secure FTP channel that assigns each customer a unique user name and password. All data is securely and separately stored. Physical Security Within the United States, the Digital Record Center for Images system is housed in Iron Mountain's 15,000 square -foot underground data center in western Pennsylvania. The facility is 220 feet underground and is a Tier 3 data center with multiple active power and cooling distribution paths. With redundant components, the facility provides 99.982 percent availability. The site has emergency power, CCTV, magnetometers, and X-ray machines; all secured by a five -ton gate at its entrance and armed guards on duty 24/7. The facility is operationally self-sufficient with redundant commercial power feeds and diverse telecom providers as well as full backup power for up to seven days. The facility also has an EPA -certified water treatment plant, an OSHA -certified fire company, 24-hour maintenance, and a 24/7 service operation. The data center is controlled by electronic access, with CCTV monitoring throughout. It is also protected by a clean agent fire extinguishing system (CAFES) with a preaction (dry pipe) sprinkler system as a backup. Electrical equipment is segregated in a separate room from the computing equipment and all segregating and outside walls and doors are three-hour fire rated. Redundancy is built in throughout the entire facility to provide ultra -reliable service and continuous uptime. System Level Security The Digital Record Center for Images servers are protected with several layers of system security. The system is deployed in a multi -tier architecture; each tier is protected by multiple firewalls which restrict traffic flows from the Internet as well as between the tiers. For example, a DMZ secures Internet traffic from going directly to the application servers and from the application servers to the data servers. All ports are secured individually between the systems. Once into the Iron Mountain realm, intrusion detection systems and multiple firewalls at each layer (Web, Application and Data Tier) protect the information by restricting access based on defined policies. Access to the system is also restricted by securing ports and IP addresses. System Administration Security Internal access to system administration functions is restricted to authorized administrators only. Internal audit policies ensure there is no unauthorized access to the Digital Record Center for Images systems. 44 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Secure Password Protection Digital Record Center for Images application authentication is provided by IBM® Tivoli® Directory Server. During implementation, Iron Mountain works with each customer to define authentication attributes that are used to create a unique security policy tailored to their needs. Attributes include password expiration time, minimum length, login failures, and alpha and non -alpha character requirements. By providing a unique security policy for each customer, Iron Mountain can meet both the flexibility and protection demands of every customer. 45 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Conclusion Your documents tell the story of your business and have operational, financial and legal value. With Iron Mountain Document Management Solutions, you'll have the resources needed to convert your hardcopy documents to an electronic format and make them readily available to users across your organization. As this proposal demonstrates, Iron Mountain has the expertise, resources and experience to help solve the City's unique challenges. By leveraging our paper -to -digital conversion, classification, and records management services tailored to your needs, you can focus on your business and be able to: • Find what you need — fast. Access a centralized, hosted repository that puts the information your employees need to perform their specific job responsibilities right at their fingertips. • Improve your business processes. Eliminate time-consuming manual processes, and adopt a more streamlined, automated approach to your workflows. • Know you're secure. Safeguard information with the help of patented technologies, strong business continuity procedures and role -based policies that limit access to individuals with the proper authority. Customers choose Iron Mountain for one reason above all: value. This value extends beyond storage and management services; it rests with the confidence of knowing you have entrusted your records and information to the industry leader. We are committed building a long-term business relationship with you and your organization. Iron Mountain is here with answers for your records and information management needs today, and we will be here to help you with your challenges of tomorrow. 46 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Awards & Recognition You can be confident that you're selecting an industry leader with the accolades and awards to back it up. Security magazine named Iron Mountain to its 2011 "Security 500" survey, an annual ranking of the nation's most secure companies. InfoWorld magazine names Iron Mountain's Room 48 data center to its 2010 "Green 15" list of the most environmentally -friendly technology projects in the world. STANDARD Iron Mountain is a member of the S&P 500 SPOOR'S Index, the leading bellwether of the U.S. equities market. 47 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Iron Mountain ranks 643rd on FORTUNE 1000 FORTUNE and has been named one of FORTUNE's "World's Most Admired Companies" for the seventh consecutive year. For the ninth consecutive year, Iron Mountain made the InformationWeek 500, a listing of top technology companies. Iron Mountain finished at #47 in the 2011 rankings. The 400 Best Big ::.,„.. Forbes has recognized Iron Mountain as one of Companies N "America's 400 Best Big Companies". 1 ! In America The Hollywood Arts Council honored n Iron Mountain's Film & Sound Services group o4`o°1DArs 0 �WJ#o with its Charlie Award for Preservation Arts". Security magazine named Iron Mountain to its 2011 "Security 500" survey, an annual ranking of the nation's most secure companies. InfoWorld magazine names Iron Mountain's Room 48 data center to its 2010 "Green 15" list of the most environmentally -friendly technology projects in the world. STANDARD Iron Mountain is a member of the S&P 500 SPOOR'S Index, the leading bellwether of the U.S. equities market. 47 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com Appendix Amendment to Request for Proposal 48 1 © 2013 Iron Mountain Incorporated. All Rights Reserved (800) 899 -IRON I www.ironmountain.com CITY OF LA 0UINTA AMENDMENT TO REQUEST FOR PROPOSAL RFP October 31, 2013 In the event the City of La Ouinta, ("Customer") selects Iron Mountain Information Management, LLC. ("Iron Mountain" or "Proposer') as the contractor in connection with Customer's above referenced Request for Proposal ("RFP"), then Iron Mountain shall not be bound by the content set forth in Customer's RFP, including but not limited to the specific and general terms and conditions contained or referenced in the RFP, merely by responding to the RFP. If selected, Iron Mountain intends to mutually negotiate all contract terms with the Customer and Iron Mountain requests that the following, customary storage industry terms form part of that discussion as well as the terms and conditions attached hereto as Exhibit A. 1. Insurance. Iron Mountain shall, at its sole cost and expense, throughout the term of this Agreement, procure and maintain in full force and effect, the following insurance coverages, with an insurance carrier that is rated B+ or better by A.M. Best. General Liability: $2,000,000 General Aggregate $1,000,000 Product Aggregate $1,000,000 Each Occurrence Automobile Liability: $1,000,000 Each Occurrence Workers' Compensation: Statutory Limits Employer's Liability: $1,000,000 Each Accident $500,000 Disease Umbrella Coverage: $5,000,000 General Aggregate Crime Insurance: $2,000,000 Each Occurrence All certificates of insurance may name "Customer, its subsidiaries and affiliates" as an additional insured with respect to General Liability, Automobile Liability and/or Umbrella Liability coverages only. All certificates of insurance shall require that the customer be provided with advance written notice of cancellation of the stated coverage, and Iron Mountain shall request that its insurer or their agent use their best efforts to provide at least thirty (30) days' advance written notification of such cancellation. Notification shall be sent to the attention of Customer's Insurance Department or Certificates of Insurance shall be delivered to the attention of Customer's Insurance Department at the following address, if specified. 2. Risk Allocation. For the purposes of this Agreement, Customer declares the following values for items stored under this Agreement ("Deposits"): (a) for hard -copy records, $1.00 per carton, linear foot of open -shelf files or other storage pricing unit, and (b) for media, the cost of replacing the physical item (each a "Declared Value"). Customer acknowledges that it has declined to declare an excess valuation, for which an excess valuation fee would have been charged. Iron Mountain shall not be liable under this Agreement, with respect to any claims related to the Deposits and data therein or with respect to any non storage services or electronic storage services performed, unless Iron Mountain fails to exercise such care as a reasonably careful person would exercise under like circumstances. If liable, the amount of Iron Mountain's liability is limited as follows: (i) with respect to Deposits and related data, Iron Mountain's liability is limited to the Declared Value; and (ii) with respect to non storage services and electronic storage services and data related to each, Iron Mountain's liability is limited to six (6) months of fees paid by Customer for the particular service that gave rise to the claim. Deposits and data are not insured by Iron Mountain against loss or damage, however caused. If Deposits and/or data are placed in the custody of a third -party carrier for transportation, the carrier shall be solely responsible for any claim related to the Deposits and/or data while in the custody of the carrier. In no event shall either party be liable for any consequential, incidental, special or punitive damages, or for loss of profits or loss or interruption of business, or the cost of recreating any data or information, regardless of whether an action is brought in tort, contract or under any other theory of liability. 3. Safe Materials and Premises. Customer shall not store with Iron Mountain 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, check 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 Iron Mountain for damage to equipment or injury to personnel resulting from Customer's breach of this warranty. 4. Governmental Orders. Iron Mountain is authorized to comply with any subpoena or similar order related to the Deposits, at Customer's expense, provided that Iron Mountain notifies Customer promptly upon receipt thereof, unless such notice is prohibited by law. Iron Mountain will cooperate with Customer's efforts to quash or limit any subpoena, at Customer's expense. 5. 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 Iron Mountain upon thirty (30) days' written notice, unless otherwise set forth in a Schedule. Transportation surcharges apply and change monthly without notice in accordance with Iron Mountain's fuel surcharge policy, which may be found at http://cic.ironmountain.com/fuelsurcharge/. Exhibit A A-& IRON MOUNTAIN' MASTER SERVICES AGREEMENT This Master Services Agreement (together with any Exhibits, Schedules and Addenda, the "Agreement") is entered into as of ,_20 — _20_ (the "Effective Date") by and between Iron Mountain Information Management, LLC with a principal place of business at 745 Atlantic Avenue, Boston, MA 02111 ("Iron Mountain"), and , with a principal place of business at , ("Customer"). RECITALS A. Iron Mountain, through its divisions and affiliates, provides various records and information management services in North America, including the storage of records, including vital records, on paper (hard -copy), storage of media, document shredding services, scanning of documents into electronic format and storage of scanned information in digital records centers. B. Customer desires that Iron Mountain provide the Services to Customer that are identified in any Schedule, or other attachment to this Agreement on the Effective Date or added to this Agreement by way of Amendment after the Effective Date. C. Iron Mountain is willing to provide the Services to Customer, and Customer is willing to purchase and pay for such Services, under the terms and conditions set forth in this Agreement. Definitions. "Affiliate" means those entities controlling, controlled by, under common control with, or having a common parent with, either Iron Mountain or Customer. For purposes of the foregoing definition, "control" (including "controlling", "controlled by" and "under common control with") shall mean ownership of. (a) not less than fifty percent (50%) of the voting stock of a corporation, (b) the right to vote not less than fifty percent (50%) of the voting stock of a corporation, or (c) not less than fifty percent (50%) ownership interest in a partnership or other business entity. Customer may request, in writing, that Iron Mountain provide the Services to all or certain of its Affiliates. If Iron Mountain has an agreement for any of the Services with any entity that becomes a Customer Affiliate after the Effective Date as a result of an acquisition by Customer (the "Affiliate Agreement"), then the rates and fees set forth in the Affiliate Agreement shall remain in effect and continue to apply to any such Customer Affiliate until the expiration or termination of the Affiliate Agreement. If Customer divests an Affiliate during the Term, the divested Affiliate shall be entitled to continue to purchase the Services under this Agreement only for the three month period following the effective date of the divestiture. For purposes of this Agreement, "divestiture" means the occurrence of an event the result of which is that Customer's ownership interest in the Affiliate is less than the fifty percent minimums described above. "Data" means all data and information provided by Customer to Iron Mountain under this Agreement in connection with the performance by Iron Mountain of the storage, shredding or scanning Services defined in this Agreement. "Deposits" means the Hard -Copy Records and Media stored by Iron Mountain under this Agreement. "ESI" means electronically stored information. "Digital Record Center for Images (or "DRCI") means a service center or facility operated by Iron Mountain for the storage and management of ESI in computer memory and other services related thereto. "Hard -Copy Records" means paper-based records, x-ray or other laboratory films, microfilm and microfiche. "Media" means computer tapes, cassettes and cartridges, CDs, DVDs and other media -based storage devices. "Personal Data" means any information relating to an identified or identifiable natural person, received by Iron Mountain in the course of delivering Services under this Agreement. "Process" or "Processing" shall mean any act by Iron Mountain under this Agreement of handling Data, including but not limited to collecting, receiving, retrieving, using, recording, organizing, storing, transferring, disclosing, destroying or deleting of Data. "Services" means those services offered by Iron Mountain in the United States and/or Canada that Customer elects to receive, as set forth in a Schedule to this Agreement. "Vital Records" means irreplaceable information assets which may require specific environmental controls or more comprehensive physical security due to the valuable nature of such assets. 2. Services Available. Iron Mountain and/or its Affiliates will provide any of the following Services at the rates and charges set forth in a Schedule attached hereto: 2.1. Hard -Copy (and/or Vital Records) Management and Storage. Storage and management of the Hard -Copy Records of Customer within Iron Mountain's Hard -Copy Records (and/or Vital Records) storage facilities. 2.2. Off -Site Data Protection and Media Storage. Storage and management of the Media of Customer within Iron Mountain's Media storage facilities and sale of such Media products as are offered for sale by Iron Mountain and desired by Customer. 2.3. Secure Shredding Services. On-site or off-site secure shredding services. 2.4. Scanning. Scanning of documents, converting them to ESI as requested by Customer. 2.5. DRCI Services. Storage of ESI at Iron Mountain Digital Record Centers for Images. 3. Term of this Agreement. The initial term of this Agreement shall be for one year ("Initial Term"), commencing on the Effective Date, unless terminated earlier as provided elsewhere in this Agreement or in a Schedule. Upon expiration of the Initial Term, the Agreement shall continue with automatic renewals for additional one-year terms (each a "Renewal Term") unless written notice of non- renewal is delivered by either party to the other not less than sixty (60) days prior to the expiration of the Initial Term or any subsequent Renewal Term. Under this Agreement "Term" shall mean the Initial Term together with any Renewal Term(s). 4. Pricing and Payment. 4.1. Prices. Rates and charges shall be as specified in the Schedules attached to this Agreement. Unless otherwise provided in a Schedule, rates for Services shall remain fixed for the first twelve (12) months of this Agreement, and may thereafter be changed by Iron Mountain at any time upon thirty (30) days' written notice. Transportation surcharges apply and change monthly without notice in accordance with the fuel surcharge policy, which is based on the national price of diesel fuel and may be found at hlt2:Hcic.ironmountain.com/fuelsurchgML/. Customer agrees to maintain its storage and activity levels with Iron Mountain at no less than eighty percent (80%) of the storage and activity levels maintained by Customer during the immediately preceding three (3) month period, adjusted for Deposits destroyed by Iron Mountain at Customer's request, but in no event shall such levels result in monthly billings lower than monthly minimum set forth in Schedule A. 4.2. Waiting Time. Iron Mountain reserves the right to charge Customer for waiting time at Iron Mountain's then prevailing rate if any delivery, pickup, collection or storage is delayed or cannot performed by Iron Mountain at the appointed time, whether at Customer's or Iron Mountain's facilities, due to the failure of Customer to comply with its obligations under this Agreement or otherwise caused by the fault of Customer. 4.3. Carton Replacement. If cartons or containers holding Deposits are damaged or deteriorate to such an extent that the Deposits may be at risk of loss or damage, Iron Mountain will place the contents into new cartons/containers. The carton/container price and the handling fee will be charged to Customer at Iron Mountain's then prevailing rate. 4.4. Taxes. All applicable sales and use taxes and similar governmental charges shall be stated separately on Iron Mountain's invoice and shall be the responsibility of Customer. 4.5. Payment Terms; Late Fees, etc. All payments due under this Agreement shall be made in U.S. Dollars (or if applicable, Canadian Dollars) at Iron Mountain's address or by wire transfer to a bank account identified by Iron Mountain. All amounts due hereunder shall be paid within thirty (30) days after the invoice date. Customer shall be liable for late charges at the rate equal to the lesser of one percent (1%) per month or the highest rate legally permitted in the state where Customer is located, calculated from the date payment was due until the date payment is made together with all expenses incurred in collection, including reasonable attorneys' fees and expenses. Upon the expiration or termination of this Agreement for any reason, or in the event that Customer (i) is consistently delinquent (defined as being late in the payment of 3 or more undisputed invoices in a 12 -month period) or (ii) requests permanent withdrawal of its then current Hard -Copy or Media inventory in excess of twenty-five percent (25%), Customer agrees to make payment by certified check prior to performance of services (including delivery of Deposits) if requested by Iron Mountain. 4.6. Rights upon Payment Default. If Customer fails to pay Iron Mountain's rates and charges (other than those in dispute) for six months beyond the due date, Iron Mountain may securely destroy Data, provided that Iron Mountain shall have given ninety (90) days' notice to Customer. Customer shall pay Iron Mountain's standard price for such secure destruction. A final notice will be sent to Customer ten (10) days prior to secure destruction of the Data. In the event Iron Mountain takes any actions pursuant to this Section, it shall have no liability to Customer or any agent, representative or other third party claiming by or through Customer. The foregoing rights of Iron Mountain shall be without prejudice to any other rights it may have at law or in equity or as may be otherwise set forth in this Agreement. Confidential Information; Proprietary Rights; Privacy and Data Protection. 5.1. Confidential Information. "Confidential Information" shall mean any proprietary, confidential and/or trade secret information concerning or relating to the property, business and affairs of the party disclosing such information (the "Disclosing Party") to the other party (the "Receiving Party") under this Agreement. Information related to Service pricing and the detailed terms of this Agreement shall be deemed Confidential Information. Confidential Information may include the Data in Deposits received by Iron Mountain under this Agreement. 5.2. Duties with respect to Confidential Information. The Receiving Party (i) will not disclose Confidential Information to third parties (except to agents, suppliers or subcontractors who have agreed to restrictions similar to those set forth in this Section 5), (ii) will not use Confidential Information except for the purposes contemplated by this Agreement and (iii) will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. The Receiving Party shall have no liability hereunder for any disclosure, loss or misuse of Confidential Information which could not have been avoided by exercise of such degree of care. Upon the expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party or destroy all Confidential Information in the possession of the Receiving Party, except for the Data, which will be made available for pick up by the Customer in accordance with Section 8.4.2 of this Agreement. 5.3. Exclusions. Confidential Information shall not include information that a Receiving Party can demonstrate by reasonably sufficient evidence (a) was known to the Receiving Party before receipt thereof under this Agreement, (b) is disclosed to the Receiving Party by a third party who has a right to make such disclosure without any obligation of confidentiality to the Disclosing Party, (c) is or becomes generally known to the public or in the trade without violation of either this Agreement by the Receiving Party or any confidentiality obligation owed to the Disclosing Party by any third party, (d) is furnished by the Disclosing Party to a third party without restriction on subsequent disclosure or (e) is independently developed by the Receiving Party or its employees or subcontractors. 5.4. No Rights in Confidential Information. Each party acknowledges that it will not obtain any right, title or interest in or to the Confidential Information of the other party as a result of disclosure under this Agreement. 5.5. Proprietary Rights. This Agreement does not convey to Customer any ownership rights in the technology or know-how used to provide the Services or software delivered or otherwise made available hereunder by Iron Mountain, including without limitation, the SafeKeeperPLUSO or SecureBase inventory management systems accessible through the Internet, any metadata or indices created in connection with the performance of the Services, any documentation, or new applications of Iron Mountain's intellectual property, all of which shall be the exclusive property of Iron Mountain or its licensors. This Agreement constitutes only a right to use or access Iron Mountain intellectual property if included as part of a Service ordered under this Agreement. 5.6. Subpoena; Inspections. In the event Iron Mountain receives any subpoena, warrant, court order or similar such Governmental agency or legal requirement ("Order") that purports to compel disclosure of any Data, Iron Mountain shall promptly notify Customer of such Order (unless such notice is prohibited by law or judicial order) and shall cooperate with Customer, at Customer's expense, in the exercise of Customer's right to protect the confidentiality of such Data. Iron Mountain may comply with any such Order, except to the extent Customer obtains a court order quashing or limiting such Order. Customer acknowledges that its shipments may be subject to inspection while in transit by provincial, federal, state or local government entities, and Customer authorizes Iron Mountain to fully cooperate with such inspections. Iron Mountain shall bear no responsibility for loss or damage to Data caused by such government entities. 5.7. Security; Privacy and Data Protection. 5.7.1. Safeguards. During the Term, Iron Mountain shall implement and maintain appropriate administrative, physical and technical safeguards designed to protect the Personal Data Processed by Iron Mountain against loss, damage or disclosure. Iron Mountain shall Process Personal Data only to the extent required to carry out its obligations or exercise its rights under this Agreement or in accordance with the instructions of Customer. Except as authorized by Customer or pursuant to Section 5.6 above, Iron Mountain will not disclose Personal Data to any third party other than subcontractors and agents who have agreed to comply with obligations substantially similar to those set forth herein. Customer shall be responsible for receiving and responding to any individual requests for access to or knowledge or correction of Personal Data by any third party unless otherwise expressly agreed in a Schedule. Iron Mountain shall promptly notify Customer of any individual requests for Personal Data, without responding to such requests. 5.7.2. Privacy Laws. Each party agrees to comply with all applicable United States and Canadian laws and implementing regulations related to the security and privacy of Personal Data, including by way of example and not of limitation the Gramm -Leach -Bliley Act and the Health Insurance Portability and Accountability Act (the "Privacy Laws") in effect on the Effective Date, to the extent that each such party is directly regulated by any such Privacy Laws and to the extent that it knows or has been advised that, as a result of this Agreement, its activities are subject to any such Privacy Laws. 5.7.3. Notification of Loss. Upon discovery by Iron Mountain of any loss or unauthorized disclosure of Data while in the custody and control of Iron Mountain under this Agreement, Iron Mountain will promptly notify Customer thereof in writing along with any actions that have been taken to mitigate the effects of such loss or disclosure and will take such further actions as it deems reasonably necessary to mitigate such effects. Iron Mountain will provide reasonable assistance and cooperation in the investigation of any such loss or disclosure. 6. Warranties. 6.1. Iron Mountain Services. Iron Mountain warrants that (i) the Services will be performed in accordance with professional industry standards and substantially in conformance with this Agreement, and (ii) the persons it assigns to perform the Services shall have the appropriate skill, training and background to perform such Services in a competent manner. This warranty is limited and shall not apply to any Services where the failure of the Services to satisfy this warranty is determined to result from improper use by Customer of the Services or from Customer's decision not to implement any reasonable practices to which the Services apply that may be recommended by Iron Mountain. In the event of Iron Mountain's breach of the foregoing warranty, Customer's exclusive remedy and Iron Mountain's sole liability shall be the re -performance of the applicable Service, at no charge to Customer. 6.2. Limitation and Disclaimer. THE WARRANTIES SET FORTH ABOVE IN SECTION 6.1 ARE THE SOLE AND EXCLUSIVE WARRANTIES OF IRON MOUNTAIN UNDER THIS AGREEMENT AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED BY IRON MOUNTAIN AND WAIVED BY CUSTOMER. THE WARRANTIES EXTEND ONLY TO CUSTOMER. IRON MOUNTAIN WILL NOT BE LIABLE FOR ANY THIRD PARTY CLAIM OR DEMAND AGAINST CUSTOMER IN CONNECTION WITH THIS SECTION 6. 7. Limitation of Liability / Indemnifications. 7.1. Declared Value of Deposits. For the purposes of this Agreement Customer declares the following values for items stored under this Agreement: (a) for Hard -Copy Records, $1.00 per carton, linear foot of open -shelf files or other storage pricing unit, and (b) for Media, the cost of replacing the physical item (each a "Declared Value"). Customer acknowledges that it has declined to declare an excess valuation, for which an excess valuation fee would have been charged. Data is not insured by Iron Mountain against loss or damage, however caused. Customer may insure the Data through third -party insurers for any amount, including amounts in excess of the limitation of liability set forth in this Agreement. Customer shall cause its insurers of Data to waive any right of subrogation against Iron Mountain. 7.2. Negligence Based Liability. Iron Mountain shall have no liability for any losses, costs, damages or expenses arising out of or in connection with Sections 7.3 or 7.4 of this Agreement, unless and to the extent caused by its failure to exercise such care as a reasonably careful person would exercise under like circumstances. 7.3. Maximum Liability for the Services. Iron Mountain's liability for any claim for loss, destruction or damage with respect to (i) the Deposits shall be limited to the Declared Value, and (ii) all other services including Secure Shredding, Scanning and DRCI Services shall be limited to an amount not to exceed the fees paid under this Agreement by the Customer in the immediately preceding six (6) months for the particular Service that gave rise to the claim. Customer agrees that the terms of this Agreement apply only to Data in Iron Mountain's possession in the performance of the Services. Data shall only be deemed to be in Iron Mountain's possession when it is in an Iron Mountain facility, in an Iron Mountain vehicle or in the custody of an Iron Mountain employee or employees of Iron Mountain's subcontractors. Data in the custody of third party "common carrier" overnight delivery services, such as Federal Express and UPS, is not in Iron Mountain's possession, and Iron Mountain shall have no liability for loss, damage or destruction that occurs while Data is in the custody of such persons. 7.4. Liability for Data Security Breach. In the event of any unauthorized access to and acquisition of Personal Data by a third party while in the possession of Iron Mountain under this Agreement, which materially compromised the security, confidentiality or integrity of such Personal Data ("Data Security Breach"), Iron Mountain shall reimburse Customer for the direct, verifiable third -party costs incurred by Customer in (a) preparation and mailing of notices to such individuals to whom such notification is required by statute or regulation and (b) the provision of credit monitoring services to such individuals as required by statute or regulation, for a period not exceeding twelve (12) months, provided that Customer gives Iron Mountain reasonable prior written notice of its intent to deliver such notice and services. This Section 7.4 shall apply to Data and/or Deposits scanned by Iron Mountain during the Term of this Agreement in connection with its performance of storage, retrieval or other Services. In no event shall Iron Mountain's liability under this Section 7.4 exceed, with respect to any single Data Security Breach, $125,000; and with respect to any and all Data Security Breaches occurring during the Term of this Agreement, a maximum cumulative amount of $250,000. Iron Mountain will not be required to reimburse Customer for Data Security Breach notification obligations with respect to incidents involving Personal Data that are required by statute or regulation to be encrypted. This Section 7.4 sets forth Iron Mountain's sole liability and Customer's exclusive remedy for any and all claims, losses, costs, damages or expenses arising directly or indirectly out of or connection with any Data Security Breach; all other remedies otherwise available at law or in equity are hereby expressly and irrevocably waived by Customer. 7.5. No Consequential Damages. In no event shall either party be liable for any indirect, incidental, consequential, special, punitive, exemplary or similar such losses or damages arising out of or in connection with this Agreement including any loss or interruption of business, or the cost of recreating any Data or information, however caused, under any theory of liability (whether in contract, tort, warranty, or otherwise), and regardless of whether any remedy set forth herein fails of its essential purpose and even if a party knew of or should have known of the possibility of such loss or damage. 7.6. Infringement Indemnification. Iron Mountain shall defend, indemnify and hold harmless Customer and its officers, directors and employees from and against any claim, suit, demand, alleging that the Services infringe any United States patent or copyright of any third party or misappropriate any third party's trade secrets, provided that Customer provides Iron Mountain with prompt written notice of any such claim, suit or demand and consents and authorizes Iron Mountain's sole control of the defense of any resulting litigation or settlement thereof. Iron Mountain shall have no liability or obligation to Customer with respect to any claim of infringement or misappropriation in the event and to the extent based upon (i) use of or access to the Services in or from an application or environment or on a platform or with devices not authorized in the applicable Iron Mountain published documentation or other requirements specified under this Agreement, (ii) modifications, alterations, combinations or enhancements of the Services not created by Iron Mountain or (iii) any patent, copyright, or trade secret in which Customer or any Affiliate of Customer has an interest. The foregoing indemnification obligations shall not apply in the event and to the extent that the claim or demand arises as a result of Customer's negligence, intentional misconduct, or failure to use the Services in accordance with applicable documentation or breach of this Agreement. If any Services are held, or in Iron Mountain's reasonable opinion could be held, to constitute an infringement or misappropriation of any third party's intellectual property rights, Iron Mountain may at its option (a) procure the right for Customer to continue using or accessing the Services, (b) replace the Services with a non -infringing equivalent service or (c) modify the Services to make them non -infringing and without substantially compromising their functionality. This paragraph states Iron Mountain's entire obligation to Customer and Customer's sole and exclusive remedy with respect to any claims of infringement or misappropriation. 7.7. Personal Injury/Property Damage Indemnification. Each party (the "Indemnifying Party") agrees to indemnify the other party (the "Indemnified Party") with respect to any claim or demand for bodily injury (including death) or loss of or damage to tangible property (excluding Data), to the extent based upon the negligent acts or omissions of the Indemnifying Party, provided that the Indemnified Party provides the Indemnifying Party prompt written notice of any such claim or demand. The Indemnified Party shall grant the Indemnifying Party the option to control the defense and/or settlement of the claim or demand and, in the event the Indemnifying Party exercises such option to control the defense/settlement, then (i) the Indemnifying Party shall not settle any claim requiring any admission of fault on the part of the Indemnified Party without its prior written consent, (ii) the Indemnified Party shall have the right to participate, at its own expense, in the claim or suit and (iii) the Indemnified Party shall cooperate with the Indemnifying Party as may be reasonably requested. The Indemnifying Party's sole obligation hereunder shall be to pay any judgment rendered, or settlement made, as a result of any such claim or demand. 8. Term and Termination. 8.1. Term of the Schedules. The Schedules and any attachments to this Agreement shall be coterminous with the Initial Term and each subsequent Renewal Term of this Agreement. 8.2. Termination of this Agreement. Either party may terminate this Agreement at any time (a) immediately, upon the occurrence of the bankruptcy or insolvency of the other party, if such bankruptcy or insolvency is not discharged within sixty (60) days of any filing thereof; (b) upon sixty (60) days' notice to the other party in the event that the other party shall have breached any of its material obligations hereunder and shall not have cured such default prior to the expiration of the sixty (60) day cure period. 8.3. Suspension/Access Restriction/Termination. Without limitation of Iron Mountain's rights under Section 8.2, in the event Customer fails to pay any undisputed fees as and when due pursuant to this Agreement or the applicable Schedule and such failure continues for a period of thirty (30) days, Iron Mountain may, at its option, by notice to Customer: (a) suspend the provision of Services to Customer and/or (b) restrict Customer's access to the Data then held by Iron Mountain or (c) terminate this Agreement. Iron Mountain will resume providing such Services and access to Data (following any such suspension or restriction) only after Customer pays all due and owing fees, rates and charges, together with applicable interest and other amounts. 8.4. Effect of Termination. Upon the expiration or the termination of this Agreement for any reason, Iron Mountain shall have the following rights: 8.4.1. Cessation of Services. Iron Mountain may immediately cease providing any and all Services to Customer and Customer's right to use and/or access the Services shall immediately terminate. Customer shall promptly return or destroy all Iron Mountain documentation received in connection with this Agreement (including, without limitation, system and user guides). If Customer fails to arrange and pay for retrieval and pick-up of Deposits, Iron Mountain may deliver Deposits to any Customer location or destroy the Deposits; delivery or Secure Shredding charges in such circumstances will be paid by Customer. 8.4.2. Payments upon Termination. Iron Mountain shall permit Customer to retrieve Customer's Data only after payment by Customer of (i) Iron Mountain's fees for retrieving or permanently withdrawing Deposits or for decommissioning services related to ESI calculated on a time and materials basis at Iron Mountain's consulting rates for such Services as then in effect and (ii) any fees and other accrued and unpaid amounts due to Iron Mountain under this Agreement. After payment of all such fees and other amounts, Data shall be made available for pick up by Customer in its original format. Customer agrees that Iron Mountain shall not be obligated to make available for Permanent Withdrawal more than three hundred cartons of Hard -Copy Records per business day per market. 8.4.3. Outstanding Obligations. Customer's liability for any charges, payments or expenses due to Iron Mountain that accrued prior to the termination or expiration date shall not be extinguished by expiration or termination of this Agreement or any Schedule or any attachments issued hereunder, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the date of termination or expiration. 8.4.4. Post Termination Services. In the event that after termination or expiration Iron Mountain continues to store Data, Customer shall continue to pay applicable charges therefor, subject to adjustment to current list prices for Services. 9. Survival. Sections 5, 6.2, 7, 8 and 10 shall survive any termination or expiration of this Agreement. 10. Force Majeure. Any failure or delay by either party in the performance of its obligations under this Agreement shall not be deemed a default or a ground for termination hereunder if such failure or delay is caused by an act of God, war, civil commotion, riot, strike or other event beyond a party's reasonable control (a "force majeure event"), could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the affected party through the use of alternate sources, workaround plans, or other commercially reasonable means. Upon the occurrence of a force majeure event, the affected party shall be excused from any further performance of its obligations pursuant to this Agreement affected by the force majeure event for as long as such force majeure event continues. The affected party shall promptly notify the other party of the occurrence of a force majeure event and describe in reasonable detail the nature of the force majeure event. 11. Dispute Resolution. The following procedure will be adhered to in all disputes other than breaches of material obligations under this Agreement which Iron Mountain and Customer cannot resolve informally. The aggrieved party shall notify the other party in writing of the nature of the dispute with as much detail as possible about the nature of the dispute, all in accordance with the terms set forth in Section 23.2 of this Agreement. The persons identified for purposes of notices set forth in Section 23.2, or their designees, shall meet (in person or by telephone) within fourteen (14) days after the date of the written notification to attempt to resolve the dispute. If those persons are unable to agree on a resolution, then senior management personnel of each of Iron Mountain and Customer having authority to resolve the dispute without the further consent of any other person ("Management") shall meet or otherwise act promptly to facilitate an agreement. If Management cannot resolve the dispute within thirty (30) days after their initial meeting or other action (or in case either party fails to participate in the dispute resolution), either party may take such other and further action as it deems necessary. Iron Mountain and Customer agree that neither of them shall take any legal action unless and until this dispute resolution procedure has been employed or waived. 12. Insurance. During the Term, Iron Mountain shall maintain, at its own expense, the following types and amounts of insurance with insurers having a Best's rating of B+ or better (i) Comprehensive General Liability insurance of not less than $2,000,000 per occurrence, (ii) Automobile Liability insurance of not less than $1,000,000 per occurrence, (iii) Workers' Compensation insurance in amounts as required by law and (iv) Employers' Liability insurance of not less than $500,000 each accident and $500,000 per employee. 13. Notice of Claims. Claims by Customer must be presented in writing within a reasonable time, and in no event longer than thirty (30) days after delivery or return to the Customer of the Deposits, Data or deliverables associated with the Services, or within thirty (30) days after Customer is notified by Iron Mountain that loss, damage or destruction to part or all of the Deposits or Data has occurred. 14. Filing of Actions. Unless otherwise expressly provided by law, no action may be maintained against Iron Mountain for loss, damage or destruction or other liability in connection with the Data, or deficiencies in any Services, unless timely written claim has been given as provided in Section 13, and unless such action is commenced within the earlier of one (1) year after (i) the date of delivery or return of Data or other deliverables to Customer; or (ii) the date Customer is notified of the loss, damage or destruction. 15. Notice of Loss. When Data has been lost, damaged or destroyed, notice thereof may be given by mailing a letter to Customer's address as set forth in Section 23.2. In the event notice of loss, damage or destruction is given by mail, 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. 16. Ownership Warranty. Customer warrants that it is the owner or legal custodian of the Data and has full authority to direct Iron Mountain to store, shred, image or otherwise dispose of the Data in accordance with the terms of this Agreement. Customer shall reimburse Iron Mountain for any expenses reasonably incurred by Iron Mountain (including reasonable attorneys' fees) by reason of (i) Iron Mountain's compliance with the instructions of Customer in the event of a dispute concerning the ownership, custody or disposition of Deposits and/or Data stored by Customer with Iron Mountain, and (ii) any misrepresentation by Customer. 17. Restrictions on Stored Deposits and Data Stored Electronically; Materials for Shredding; Customer Premises. Customer shall not store with Iron Mountain nor deliver for Secure Shredding material that is highly flammable, explosive, hazardous, toxic, radioactive, medical waste, organic material that may attract vermin or insects, or otherwise dangerous or unsafe to store or handle, or any material which is regulated under any national, federal, provincial, state or other local law or regulation relating to the environment or hazardous materials. Customer warrants that it shall only place paper and light cardboard materials in secure shredding bins. Customer shall indemnify Iron Mountain for damage to or destruction of equipment or injury to personnel resulting from Customer's breach of this section. Customer shall not store with Iron Mountain any negotiable instruments, jewelry, check stock or other items that have intrinsic or market value. Customer's premises where Iron Mountain employees perform Services (including pickups and deliveries) shall be free of hazardous substances or dangerous conditions. With respect to the Digital Record Center for Images, Customer shall not store defamatory, trade libelous, unlawfully threatening or harassing data; obscene, pornographic or indecent data in violation of applicable law; or propagate any virus, worm, Trojan horse, or other programming routine intended to damage any system or data. 18. Software License. If access to or use of Iron Mountain software is provided hereunder (as set forth in any Schedule), Iron Mountain hereby grants Customer a limited, nonexclusive license to use the software solely in conjunction with the Services provided by Iron Mountain during the term of the applicable Schedule, subject to any additional license terms contained in the applicable Schedule. 19. Adding Customer Locations, an Affiliate or Other Services. If, during the Term, Customer wishes to add or delete (i) an Affiliate or (ii) a location where it receives Services, or desires Iron Mountain to undertake a project related to the Deposits, the parties shall complete and sign a form entitled "Affiliate ML -1" or effect such change or implementation of a project by way of a fully executed Amendment to this Agreement. New lines of Service shall be added hereunder through issuance of a new Schedule, provided however, that for the DRCI Service and Scanning Service, a Statement of Work may be required in addition to a Schedule, whether that Service is added upon the Effective Date or during the Term. 20. Performance of Service by Iron Mountain Affiliates or Subcontractors. Iron Mountain may delegate or subcontract any or all of its obligations under this Agreement to an Affiliate of Iron Mountain. Such Affiliate of Iron Mountain may invoice Customer directly. Iron Mountain may delegate certain of its obligations to its third party vendors and subcontractors. Iron Mountain acknowledges that it shall remain directly liable to the Customer for the performance of such delegated obligations. 21. Destruction of Data. Customer releases Iron Mountain from all liability by reason of the destruction of Data pursuant to Customer's authorization. Deposits will be destroyed by shredding (except that Media may be destroyed by pulverization or incineration). ESI will be electronically erased. Services will be performed at the rates set forth in the applicable Schedule. 22. Scanning and DRCI. Data submitted to Iron Mountain for Scanning may be copied onto a CD, thumb drive or other media and returned to Customer, or sent via electronic means as may be agreed between the parties. Data scanned in connection with the DRCI will be made available to Customer through the Internet. Iron Mountain shall use reasonable efforts to ensure that Customer has access to the IM systems required to retrieve scanned images, but Iron Mountain shall not be liable for any failure to do so when caused by factors outside of its control. 23. General Provisions. 23.1. Assignment. This Agreement binds the successors and assigns of the respective parties and cannot be changed orally. This Agreement may not be assigned, in whole or in part, by either party, other than to an Affiliate, without the prior written consent of the other party. 23.2. Notices. Unless otherwise provided herein, any notice to be given by one party to the other shall be in writing and shall be transmitted by certified mail, postage prepaid, or sent by nationally recognized overnight courier. Notice shall be effective when received by the addressee. The current addresses for such notices are as follows: If to Customer, then to: If to Iron Mountain, then to: Iron Mountain Information Management, LLC 745 Atlantic Avenue, Boston MA 02111 Attn: with a copy to: Iron Mountain Information Management, LLC 745 Atlantic Avenue, Boston, MA 02111 Attn: General Counsel Either party may change the address to which notices are to be sent by sending a written notice to the other in accordance with the terms set forth in this Section. 23.3. Choice of Law; Waiver of Jury Trial; Limitation of Action. This Agreement will be governed by the law of the state in which the Customer's principal place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties expressly waive any right to a jury trial regarding disputes related to this Agreement. 23.4. Other Rights. With respect to Services involving the storage and management of Deposits, 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. 23.5. Export. Customer may not use or otherwise export or re-export any agent or product provided by Iron Mountain hereunder except as authorized by United States law and the laws of the jurisdiction in which the such agent or product was obtained. In particular, but without limitation, an agent may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By receiving any such agent or product Customer represents and warrants that it is not located in any such country or included on any such list. 23.6. Counterparts. This Agreement may be signed in one or more counterparts, each of which will be deemed to be an original and all of which when taken together will constitute the same Agreement. Any copy of this Agreement made by reliable means is considered an original. 23.7. Severability. If any term of this Agreement is found by competent judicial authority to be unenforceable in any respect, the validity of the remainder of this Agreement will be unaffected, provided that such unenforceability does not materially affect the parties' rights under this Agreement. 23.8. Waiver; Amendments. An effective waiver under this Agreement (or pursuant to any Schedule) must be in writing signed by the party waiving its right. A waiver by either party of any instance of the other parry's noncompliance with any obligation or responsibility under this Agreement will not be deemed a waiver of subsequent instances. This Agreement may be amended only by a written instrument signed by both parties. 23.9. Independent Contractor. Iron Mountain, including its directors, officers, employees and agents, is an independent contractor and not an agent or employee of Customer. Without limiting the generality of the foregoing, Iron Mountain is not authorized to represent or make any commitments on behalf of Customer. 23.10. Order of Precedence. In the event of inconsistency between this text and the terms of any Schedule or Statement of Work, the following shall be the order of precedence: (i) this text, (ii) the Statement of Work and (iii) the Schedule. 23.11. Purchase Orders. In the event that Customer issues a purchase order to Iron Mountain covering the Services provided under this Agreement, any terms and conditions set forth in the purchase order shall be void and have no force or effect hereunder unless any such terms and conditions are expressly accepted in writing and signed by an authorized representative of Iron Mountain. 23.12. 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 with respect to such records, or have any other liability under provincial, state or federal law with respect to such records. 23.13. ITAR/EAR Compliance. Customer represents that none of the Deposits or Data stored by Iron Mountain pursuant to this Agreement require protection from access by foreign persons because they contain technical information regarding defense articles or defense services within the meaning of the International Traffic in Arms Regulations (22 CFR 120) or technical data within the meaning of the Export Administration Regulations (15 CFR 730-774). 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. 23.14. Services Outside the U.S. This Agreement sets forth the terms and conditions under which Iron Mountain provides Services to Customer in the United States. Customer acknowledges and agrees in the event the parties mutually agree that Services will be performed outside the U.S., then such Services shall be performed by an Affiliate or joint venture of Iron Mountain, and in such event each party's respective Affiliates outside the United States (the "Non -US Affiliates") shall enter into separate country agreements (each a "Country Agreement").The Country Agreement shall expressly incorporate by reference the terms and conditions of this Agreement that are acceptable to the Non -US Affiliates and shall include additional terms as may be required to comply with local law or customary business practices, including by way of example and not of limitation, choice of law, data privacy, currency, liability assumption and risk allocation. Accordingly, the Non -US Affiliates shall be free to modify the terms and conditions of this Agreement, and shall not be bound to incorporate any one or all of them into any Country Agreement. The parties understand and agree that each Country Agreement shall be a separate contract and shall not form a part of this Agreement or otherwise be deemed an appendix to or modification of this Agreement. The parties to this Agreement shall have no liability for the obligations set forth in the Country Agreements. 23.15. Entire Agreement. The terms and provisions contained in this Agreement, the Schedules and any Statements of Work or amendments executed by the parties, together with the Glossary of Terms at hlt 2:Hcic.ironmountain.com, incorporated herein by reference, constitute the entire understanding of the parties with respect to the transactions and matters contemplated hereby and supersede all previous communications, representations, agreements and understandings relating to the Services. No representations, inducements, promises or agreements, whether oral or otherwise, between the parties not contained in this Agreement shall be of any force or effect. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Master Services Agreement as of the date first set forth above. CUSTOMER: IRON MOUNTAIN Individual Signing: [print name] Individual Signing: [print name] Email: Signature: DRAFT ONLY signature: DRAFT ONLY Title: Title: Signing Date: Signing Date: