HomeMy WebLinkAboutPENN RECORDS MANAGEMENT�NSURANCEON FILE N-2023-001
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JAB! a 5 2022 AGREEMENT WITH PENN RECORDS MANAGEMENT
TO PROVIDE RECORDS MANAGEMENT AND OFFSITE STORAGE
�?WA(Zi FACILITY SAFETY & SECURITY
(Cesar �)(Av) THIS AGREEMENT is made and entered into this T" day of December 2022 by and between PENN
l J Records Management ("Contractor'), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of
records management and off site storage facility safety and security of records as needed
by Public Works Agency Water Resources Division.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional contracting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
I. SCOPE OF SERVICES
On an as -needed basis, Contractor shall perform the tasks and obligations including all labor,
materials, tools, equipment, and incidental customary work required to fully and adequately complete the
services described and set forth in Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services under
this Agreement, the rates and charges identified in Exhibit A. The total sum to be
expended under the term of this Agreement shall not exceed $50,000.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need
not be made for work which fails to meet the standards of performance set forth in the
Recitals and Scope of Work, which may reasonably be expected by City. Payments made
after 45 days shal I be assessed a $10.00 late fee per month.
TERM
This Agreement shall commence on the date first written above and terminate on November 30,
2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may
be extended for one 1-year period upon a writing executed by the City Manager and City Attorney.
4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq, and 1770,
et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage
Laws"), which require the payment of prevailing wage rates and the performance of other requirements
on "public works" and "maintenance" proieets. If the services being performed are part of an applicable
"public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.
Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents
fiee and harmless from any claim or liability arising out of any failure or alleged failure to comply with
the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Contractor shall, during Cho entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Contractor performs the services which are
the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided
in a manner consistent with all applicable standards and regulations governing such services. Contractor
shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar
taxes relating to employees and shall be responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the
legal right to license any and all Documents & Data. Contractor makes no such representation and
warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not
be limited in any way in its use of the Documents and Data at any time, provided that any such use not
Within the purposes intended by this Agreement shall be at City's sole risk.
INSURANCE
MINIMUM SCOPE AND LLMrr OF INSURANCE
Coverage shall be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 of
covering CG1, on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. Ifa general aggregate limit applies, either the general aggregate
limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if
Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with
limitno less than $1,000,000 per accident for bodily injury and property damage.
Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for
bodily injury or disease.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown
above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Lasirred Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Contractor including materials, parts, or equipment furnished in
connectionwith such work or operations. General liability coverage can be provided in the form
of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1 1 85
or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38;
and CG 2037 if a later edition is used).
Primary Coverage
For any claims related to this contract, the Contractor's insurance coverage shall be primary
coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials,
employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its
officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and
shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the Entity.
Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of
said Contractor may acquire against the Entity by virtue of the payment of any loss under such
insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this
waiverof subrogation, but this provision applies regardless of whether or not the Entity has
received a waiver of subrogation endorsement from the insurer.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the Entity. The Entity may require
theContractor to purchase coverage with a lower retention or provide proof of ability to pay
losses and related investigations, claim administration, and defense expenses within the
retention. The policy language shall provide, or be endorsed to provide, that the self -insured
retention may be satisfied by either the named insured or Entity.
Acceptability of'Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.
Eest's rating of no less than A:VII, unless otherwise acceptable to the Entity.
Claims Made Policies (note —should be applicable only to professional liability, see below)
If any of the required policies provide claims-inade coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or
thebegitming of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy forin with a Retroactive Date prior to the contract effective date, the
Contractormust purchase "extended reporting" coverage for a minimum offr.ve (5)
years after completion of work.
Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required
amendatory endorsements (or copies of the applicable policy language effecting coverage
requiredby this clause) and a copy ofthe Declarations and Endorsement Page of the CGL policy
listing allpolicy endorsements to Entity before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive the Contractor's obligation to
provide them.
The Entity reserves the right to require complete, certified copies of all required insurance
policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of
therisk, prior experience, insurer, coverage, or other special circumstances.
8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death, and claims for property damage, which may arise from the negligent operations
of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which
relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms
of or effects arising from this Agreement. This indermrity and hold harmless agreement applies to all
claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects,
arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs
for the defense of the City, including fees arid costs for special counsel to be selected by the City, regarding
any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises
by reason ofthe terms of, or effects arising fi•om this Agreement. City may make all reasonable decisions
with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
Contractor's services are subject to Civil Code Section 2792.8, the above indemnity shall be limited, to
the extent required by Civil Code Section 2782.8, to claims that arise of pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Contractor.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives,
and employees against any and all liability, including costs, and attorney',,; fees, for infringement of any
United States' letters patent, trademark, or copyright contained in the work product or documents provided
by Contractor to the City pursuant to this Agreement,
10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
a minimum period of three (3) years, or for any longer period required by law, from the crate of final
payment to Contractor tinder this Agreement. All such records and invoices shall be clearly identifiable.
Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement during regular business hours.
Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement for a period of three (3) years from the date of final payment to Contractor under this
Agreement.
11. CONF'IDENTIAL.ITY
If Contractor receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information' shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful
possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic commmunication in the manner provided
in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P,O. Box 1988
Santa Ana, CA 92702
To Contractor: PENN Records Management
2551 S, Garnsey St.
Santa Ana, CA 92707
Attn: Susan Kramer/Steve Sanchez
A party may change its address by giving notice in writing to the other patty. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent by
fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time
set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays
shall be excluded.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or
written, between the parties. In the event of a conflict between the terns of this Agreement and any
attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except
by written instrument signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or
in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party
to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied
herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other Contractors retained by City.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by
the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving
the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed
a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver
constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
In such event, Contractor shall be entitled to receive arid the City shall pay Contractor compensation for
all services performed by Contractor prior to receipt of such notice of termination, subject to the following
conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver
to the City all work product completed as of such date, and in such case such work product
shall be the property of the City unless prohibited by law, and Contractor consents to the
City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which tails to meet the standard of performance
specified in the Recitals of this Agreement.
18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
recruitment, selection, training, utilization, promotion, termination or other employment related activities
or in connection with any activities under this Agreement. Contractor affirms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
19. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in
connection with or by reason of this Agreement.
20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa Ana
and all other governmental agencies. Contractor shall notify the City immediately and in writing of its
inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability
shall be cause for termination of this Agreement.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indomnify City fully, including reasonable costs and attorney's fees, for any
injuries or damages to City in the event that such authority or power is not, in fact, held
by the signatory or is withdrawn.
b. All exhibits referenced herein and attached hereto shall be incorporated as if ftdly set
forth in the body of this Agreement.
[Signatures on the following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
a�
By:
Jose Montoya
Assistant City Attorney
RECOMMENDED FOR APPROVAL
J�
I;P.E.
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
PENN Records Management
Susan Kramer
President
EXHIBIT A #?
/ RECORDS
MANAGEMENT
OFF • SITE STORAGE OF BUSINESS RECORDS
SCHEDULE A
Initial Pickup of City of Santa Ana record storage cartons/media: FREE OF CHARGE
Within Orange County/Los Angeles area.
RECORD MANAGEMENT RATES: Please note that our storage rates are Per box
and notner cuft /A standard carton is 1.26 cu ft.
STORAGE RATES:
FIRST (3) MONTHS OF STORAGE - FREE OF CHARGE
Monthly charge $ .21 cents per 1.2 cu. ft. carton/.17 cu. ft.
Minimum Monthly $42.00 per mouth [1-100 std. boxes)
SERVICES: *Any odd size cartons will be priced .50 per cu. ft.
• Add -Initial setup of new item to storage
Initial pickup free of charge
• Pull/Refile/Shelve:
Shelving of Initial boxes free of charge
• RUSH Retrieval -After loam for same day
or less than 4 hr turnaround
• Destruction (Certificate provided)
• Destruction (Certificate provided)
• Permanent Removal
• Palletization of boxes
• Delivery/Pickup (Cartage)
$1.00 per carton/file/tape
(Includes 3 fields of data)
$1.95 per 1.2 cu. ft carton
$2.15 per oversized box
$2.20 per file folder/chart
$2.00 Item not found
$1.00 Surcharge for Same Day
$3.65 surcharge per item
$3.95 per 1.26 cu. ft. carton
$3.95 per oversized carton & retrieval
$4.25 per 1.2 cu. ft. carton + retrieval [Shreddedl
$3.85 per item + retrieval
$2.00 per cu. ft.
Call before 3:30 pm for Next Day Delivery $16.00 Trip Charge
Call before 10:00 am for Same Day Delivery $26.00 Trip Charge
Each additional item $2.00 per item
* Fuel Surcharge Subject to Change $8.50 per trip
Half Day or 4 hr turnaround 540.00 Rush Surcharge
*Second Floor/No elevator/Long carry may incur an additional expense
UPS/FEDEX Handling Fee $12.00 plus charges
NOTE: No Cartage Charge for Customer Pickup/Drop Off
• Reports: $9.00 flat fee for electronic formatted reports
OTHER SERVICES:
• Penn storage cartons w/ reinforced lids $2.65 ea. + tax
• Inventory contents of cartons S .75 per file 13 fields of data)
• Copy per page $ .50 per page
• Warehouse labor/search/wait time $56.00 per hr.
Monthly Service Charge- Minimum Account S5.25 Waived first year
MONTHL Y SHRED SER VICE:
S35.00 FOR FIRST 2 SHRED BINS (Includes Delivery, Pickup
& Shred Service)
$9.00 FOR EACH ADDITIONAL BIN
INTRODUCTORY OFFER: $25.00 Monthly for 1 Shred Bin
Penn Records Management will provide 65 gal. Locked Shred Bins for your office
use or a console and the contents will be picked up on a schedule convenient with
you.
All material is picked up from your site and taken directly in a locked company
vehicle to a NAID approved [National Association of Information Destruction[
facility which is protected by strict access and 24 hr video surveillance. All federal
and state laws are strictly enforced governing the confidentiality of your
documents.
Penn Records Management will replace locks and hinges at no charge if they are damaged
due to normal wear and tear. Should the lock or hinge be damaged due to client's misuse
the client will be billed for the repair. It is up to the discretion of Penn Records
Management to determine if the damage is due to wear & tear or client's misuse.
Consoles or bins returned for replacement or due to termination of service that have
been damaged or badly scratched will result in a $45.00 damage fee billed to client.
There is a $5.00 charge for replacement keys.
Nguyen, Nguyet
From: City of Santa Ana <certificate-request@ctrax.jdidata.com>
Sent: Monday, December 19, 2022 9:52 AM
To: Mazariego, Diana; Certsonly@championrisk.net; susan@pennrecords.com
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Penn Archive Services, Inc.
Name:
Project TBD (012)
Number:
Project Agreement With Penn Records Management To Provide Records
Name: Management And Offsite Storage Facility Safety & Security
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
WORKERS COMPENSATION AND EMPLOYERS'
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
12/19/2022 12:52 PM
EXPIRATION
POLICY NUMBER
COI DATE
FILE NAME
DATE
TCP000070507
04/01/2023
12/14/2022
Certificate.pdf
TCP000070507
04/01/2023
12/14/2022
1Certificate.pdf
WSD504049704
04/01/2023
12/14/2022
1Certificate.pdf