AGREEMENT NUMBER
1718-194
1. In this agreement (“Agreement”), the term “Contractor” refers to [Contractor name], and the term “JBE” refers to the Superior Court of California, County of Ventura.
2. This Agreement is effective as of January 1, 2018 (“Effective Date”) and expires on December 31, 2021 (“Expiration Date”). This Agreement includes one or more options to extend through December 31,2022.
3.The maximum amount the JBE may pay Contractor under this Agreement is $[Dollar amount] (the “Contract Amount”). The maximum amount the JBE may pay Contractor is (i) $[Dollar amount]during the Initial Term, and (ii) $[Dollar amount]during the Option Term.
4.The purpose or title of this Agreement is:Offsite Storage Facility and Services
The purpose or title listed above is for administrative reference only and does not define, limit, or construe the scope or extent of this Agreement.
5.The parties agree that this Agreement, made up of this coversheet, the appendixes listed below, and any attachments, contains the parties’ entire understanding related to the subject matter of this Agreement, and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writing and all other communications between the parties.
Appendix A – Goods and Services
Appendix B – Payment Provisions
Appendix C – General Provisions
Appendix D – Defined Terms
JBE’S SIGNATURE / CONTRACTOR’S SIGNATURESuperior Court of California,
County of Ventura / CONTRACTOR’S NAME
[Contractor name]
BY (Authorized Signature)
/ BY (Authorized Signature)
PRINTED NAME AND TITLE OF PERSON SIGNING
Michael D. Planet, Court Executive Officer / PRINTED NAME AND TITLE OF PERSON SIGNING
[Name and title]
DATE EXECUTED
[Date] / DATE EXECUTED
[Date]
ADDRESS
800 S. Victoria Ave.
Ventura, CA 93009 / ADDRESS
[Address]
APPENDIX A
Goods and Services
Contractor to furnish off-site document storage and related services for Ventura Court.The main Courthouse is located at 800 S. Victoria Ave, Ventura, with additional Court facilities located in Oxnard, Simi Valley and Ventura. The Court’s business hours are 8:00 a.m. to 4:00 p.m. Monday through Friday, excludingholidays.
Asof July 2017, we had approximately 110 cubic feet of records in a climate-controlled environment and 630 tapes in storage. The total cu. ft. of space needs for records had not changed from previous year; however, additional tapes are anticipated to be added to storage. The majority oftheboxescurrentlystoredarestandardletter/legalfileboxes(15”Lx12”Wx10”H),which are 1.2 cubic feet. Other boxes may include legal size transfer boxes (24” L x 15” Wx 10” H, 3.6 cubic feet), planner/blue print boxes (4” x 4” x 42”), andlarge planner/blueprint boxes (8” x 8” x42”).
RecordStorage
The vendor must provide secure off-site storage for the Court’s documents andbeable to provide enough physical storage capacity to accommodate current usage with room for some growth attheinitiation of the contract. The Court may add more boxes or tapes to the Proposer’s facility or subtract boxes or tapes during the contract period for the rates specified in the contract.
An Environmentally Controlled Storage Facility is defined as a records storage space, which provides 24-hour/365 day air conditioning that controls temperature, humidity, and air exchange. In general the standard is that this environmental control is the equivalent of that required for an office space (maximum temperature of 75° F (22° C), 60° (16° C) minimum temperature; relative humidity: 60% maximum, 30% minimum).
A complete set of standards for a storage facility designed to store permanent paper records may be found in 36 CFR § 1234 (Facility Standards for Records) and National Information Standards Organization Publication TR01-1995 (Environmental Guidelines for Storage of Paper Records). You may also refer to ANSI/ASHRAE Standard 55 and ASHRAE Standard 62.
The vendor must store the Court’s boxes and/or files at a single secure facility located in the Venturaarea and/or be able to provide services in a timely manner as defined below or determined by JBE.
Record Pickup andDelivery
The vendor shall accept and respond to pickup and delivery requests fromauthorized Court staff. The vendor will deliver requested boxes and/or files during theCourt’s regular business hours of 8:00 a.m. to 4:00 p.m., Monday throughFriday, excludingholidays.
Orders for delivery placed before 3:00 p.m. will be delivered by the next businessday. Orders for rush delivery placed before 1:00 p.m. will be delivered within 4 hours.Orders for pickup of new or refile boxes and/or files will be picked up within 2 businessdays.
Deliveries are to be made to the requested floor in the Court building unlessthe requesting department specifically asks for delivery to another location in thebuilding. New or refile boxes and/or files for pick up will be picked up from therequesting department’sofficeunlessthedepartmentrequestspickupfromadifferentlocationin thebuilding.
Vendor shall combine delivery and pick up of boxes into one trip when requestedand shall meet the delivery requirements listedabove.
TransitionServices
At the commencement of the contract, the vendor must assume full responsibility forthe transfer of all of the Court’s records stored at its current storage facility(Iron Mountain) to the vendor’s facility. This responsibility includes new bar coding,labeling, data entry, and inventorying for the boxes to be stored at the vendor’s facility orfacilities at the beginning of the contract period. The vendor should include in its responsetheprocess for acquiring the client’s boxes from the current facility and a time line fortheprocess. Any costs related to this requirement must be clearly identified in thevendor response.
ThenewvendorwillreplaceboxesdamagedduringtransferfromtheCourt’scurrentvendor to the new vendor’s facilities. Should such damage occur, the new vendorshallfurnishareporttotheCourtdetailingwhichboxesweredamagedandreplaced.
Upon successful completion of the transfer, the vendor will supply to the Courtan inventory report of the boxes moved to the new storage facility. This inventoryreportwill list boxes by department name and /or cost center and number of boxes foreach department/costcenter.
Permanent Removal or DestructionServices
The Court may require the permanent removal or destruction of specifiedboxes stored with the vendor. The vendor shall provide for the permanent removal ofsuch specified boxes and return to the Court. Boxes permanently removed fromstoragemust not appear on subsequent monthly invoices for storage. Any costs orfees associated with permanent removal of boxes must be identified in the vendor’sresponse.
The vendor must have the ability to accomplish the certified destruction of recordsstored at the vendor’s facility and off site at the Court offices. The certified destructionshallbe performed by either shredding or incineration. The vendor must ensurethatconfidentiality of all destroyed records is maintained throughout the destructionprocess. The vendor will provide a certificate of destruction to the Court for thoserecordsdestroyed. No records shall be destroyed without written approval from theauthorized user of the Court account with thevendor.
InventoryTracking
The vendor shall maintain an accurate, bar-coded and computer-based inventorytracking system. The computerized system must be web enabled, with adequate security,to provide Internet access to the information by Courtusers.
At a minimum, this system must identify each stored Court box by department,cost center, description, and status (checked in/checked out). Essential data fieldsinclude: box number, bar code, box size, location, cost center, department, majordescription, minor description, status, and box history (dates of check out and checkin).
The inventory tracking process shall include appropriate logs and receipts for pick-upand delivery of the individual boxes for verification and audit purposes. Logs andreceipts will be made available to the Court uponrequest.
The inventory status must be updated within 24 hours ofactivity.
Reporting. The vendor shall provide the following reports to the Court upon request. Thevendor will list costs or fees, if any, for these reports.
- Inventory reports for all Court boxes stored at the vendor’s facility.Also detailed reports of the quantity of boxes and/or files by division ordepartments.
- Activity reports including a summary of ordering activity by location,quantity, and order type.
- Retrieval activity reports include history for checkedout, permanently removed, and destroyedinventory.
3. Financial reports that provide billing activity for a specified invoiceperiod.
Account andInvoicing. The vendor will provide a monthly invoice to the main account manager showing aline item for all the departments’ storage and activity costs. The invoice will includeadetailed list of all transactions for each department and a summary pagelistingdivision/department totals for each department/cost center. The total monthly costfor each department will be billed to and paid by the main accountmanager.
Secure Storage and FacilityStandards. The vendor’s storage facilities shall provide a level of protection consistent withindustry standards must meet all applicable and current requirements of the NationalFireProtection Association. The storage facility or facilities must be properly shelved,fully secured, and equipped with motion, smoke and heat detectors/alarms to prevent lossfromtheft and fire. The Court requires that the facility or facilities be constructedand equipped with fire safety systems as required by the International Fire Code andother applicable codes. The records storage facility Storage facilities cannot houseany hazardous material. Storage facilities cannot be located within a flood area orrisk exposure from externalhazards.
The vendor’s storage facility shall be solidly constructed with secure loadingandunloading areas. Floors shall support at least 300 pounds per square foot, and shall beator above ground level to assure dry storage. Walls surrounding the record storageareashall be four-hour fire resistant. Roof shall be of non-combustible construction andleak proof. Appropriate redundant systems must ensure continuous operation. Vendorshallprovideproofofsemi-annualtreatmentand/orinspectionforrodentandinsectprotection.
The vendor is responsible for all the contents stored in any of its storage facilities.Thevendor must provide a written disaster and recovery plan for any catastrophicoccurrences including but not limited to earthquake, flood, fire, etc. The vendor is responsiblefor recovery from any catastrophic occurrences, including but not limited to fire, damageor theft, as well as any associated costs. The vendor must carry the appropriateinsuranceand provide proof thereof. Storage facilities must be equipped with an intrusionalarmsystem that is monitored 24-hours per day, including weekends andholidays.
The vendor must provide adequate storage capacity to meet both the current andfutureneeds of the Court.
Transportation. The vendor must provide vehicles designed for the transportation of storage records.The vehicles must have the appropriate security features (anti-theft device) and besecured while at a delivery/pick up site. All vehicles must be equipped with a fireextinguisher.
AccountRepresentation. The vendor shall appoint an account representative for the Court as a single pointof contact in order to insure a high level of responsiveness to the Court’s needs.A backup contact shall also be designated for the purposes of providing coverage duringtheprimary contact’sabsence.
Project Managers. The JBE’s project manager are Kelly O”Dell (Records Manager) and Jim Jenson (IT Manager). The JBE may change its project managers at any time upon notice to Contractor without need for an amendment to this Agreement. Contractor’s project manager is: [Insert name]. Subject to written approval by the JBE, Contractor may change its project manager without need for an amendment to this Agreement.
Service Warranties. Contractor warrants that: (i) the Services will be rendered with promptness and diligence and will be executed in a competent manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; and (ii) Contractor will perform the Services in the most cost-effective manner consistent with the required level of quality and performance. Contractor warrants that each Deliverable will conform to and perform in accordance with the requirements of this Agreement and all applicable specifications and documentation. For each such Deliverable, the foregoing warranty shall commence for such Deliverable upon the JBE’s acceptance of such Deliverable, and shall continue for a period of one (1) year following acceptance. In the event any Deliverable does not to conform to the foregoing warranty, Contractor shall promptly correct all nonconformities to the satisfaction of the JBE.
Resources. Contractor is responsible for providing any and all facilities, materials and resources (including personnel, equipment and software) necessary and appropriate for performance of the Services and to meet Contractor's obligations under this Agreement.
Commencement of Performance. This Agreement is of no force and effect until signed by both parties and all JBE-required approvals are secured. Any commencement of performance prior to Agreement approval shall be at Contractor's own risk.
Stop Work Orders. The JBE may, at any time, by Notice to Contractor, require Contractor to stop all or any part of the Services for a period up to ninety (90) days after the Notice is delivered to Contractor, and for any further period to which the parties may agree (“Stop Work Order”). The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this provision. Upon receipt of the Stop Work Order, Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Services covered by the Stop Work Order during the period of stoppage. Within ninety (90) days after a Stop Work Order is delivered to Contractor, or within any extension of that period to which the parties shall have agreed, the JBE shall either (i) cancel the Stop Work Order; or (ii) terminate the Services covered by the Stop Work Order as provided for in this Agreement.If a Stop Work Order issued under this provision is canceled or the period of the Stop Work Order or any extension thereof expires, Contractor shall resume the performance of Services. The JBE shall make an equitable adjustment in the delivery schedule, the Contract Amount, or both, and the Agreement shall be modified, in writing, accordingly, if:
i. The Stop Work Order results in an increase in the time required for, or in Contractor’s cost properly allocable to the performance of any part of this Agreement; and
ii. Contractor requests an equitable adjustment within thirty (30) days after the end of the period of stoppage; however, if the JBE decides the facts justify the action, the JBE may receive and act upon a proposal submitted at any time before final payment under this Agreement.
The JBE shall not be liable to Contractor for loss of profits because of a Stop Work Order issued under this provision.
Acceptance or Rejection. All Goods, Services, and Deliverables are subject to acceptance by the JBE. The JBE may reject any Goods, Services or Deliverables that (i) fail to meet applicable acceptance criteria, (ii) are not as warranted, or (iii) are performed or delivered late (without prior consent by the JBE). If the JBE rejects any Good, Service, or Deliverable (other than for late performance or delivery), Contractor shall modify such rejected Good, Service, or Deliverable at no expense to the JBE to correct the relevant deficiencies and shall redeliver such Good, Service, or Deliverable to the JBE within ten (10) business days after the JBE’s rejection, unless otherwise agreed in writing by the JBE. Thereafter, the parties shall repeat the process set forth in this section until the JBE accepts such corrected Good, Service, or Deliverable. The JBE may terminate that portion of this Agreement, which relates to a rejected Good, Service, or Deliverable at no expense to the JBE if the JBE rejects that Good, Service, or Deliverable (i) for late performance or delivery, or (ii) on at least two (2) occasions for other deficiencies.
ATTACHMENT 1
Acceptance AND Signoff Form
Description of Services or Deliverables provided by Contractor: ______
Date submitted to the JBE:______
The Services or Deliverables are:
1) Submitted on time: [ ] yes [ ] no. If no, please note length of delay and reasons.
______
2) Complete: [ ] yes [ ] no. If no, please identify incomplete aspects of the Services or Deliverables.
______
3) Technically accurate: [ ] yes [ ] no. If no, please note corrections required.
______
Please note level of satisfaction:
[ ] Poor [ ] Fair [ ] Good [ ] Very Good [ ] Excellent
Comments, if any:
______
[ ] The Services or Deliverables listed above are accepted.
[ ] The Services or Deliverables listed above are rejected.
Name:______
Title:______
Date:______
END OF ATTACHMENT
rev December 2016 A-1
APPENDIX B
Payment Provisions
1.General. Subject to the terms of this Agreement, Contractor shall invoice the JBE, and the JBE shall compensate Contractor, as set forth in this Appendix B. The amounts specified in this Appendix shall be the total and complete compensation to be paid to Contractor for its performance under this Agreement. Contractor shall bear, and the JBE shall have no obligation to pay or reimburse Contractor for, any and all other fees, costs, profits, taxes or expenses of any nature which Contractor incurs.
2.Compensation for Goods. Contractor will invoice the following amounts for Goods that the JBE has accepted:
- [TBD]
3.Compensation for Services.
3.1Amount. Contractor will invoice the following amounts for Services or Deliverables that the JBE has accepted:
- [TBD]
- Withholding. When making a payment tied to the acceptance of Deliverables, the JBE shall have the right to withhold fifteen percent (15%) of each such payment until the JBE accepts the final Deliverable.
- No Advance Payment. The JBE will not make any advance payment for Services.
4.Expenses. Except as set forth in this section, no expenses relating to the Goods, Services, and Deliverables shall be reimbursed by the JBE.
2
3
4
4.1Allowable Expenses. Contractor may submit for reimbursement, without mark-up, only the following categories of expense:
- Limit on Travel Expenses. If travel expenses are allowed under Section 4.1 above: (i) all travel is subject to written preauthorization and approval by the JBE, and (ii) all travel expenses are limited to the maximum amounts set forth in the JBE’s travel expense policy.
- Expense Limit. Contractor shall not invoice the JBE, and the JBE has no obligation to reimburse Contractor, for expenses of any type that exceed in the aggregate the amount of: $[Dollar amount] for the Initial Term and $[Dollar amount] for the Option Term.
- Required Certification. Contractor must include with any request for reimbursement from the JBE a certification that Contractor is not seeking reimbursement for costs incurred to assist, promote, or deter union organizing. If Contractor incurs costs or makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no reimbursement from the JBE was sought for these costs, and Contractor will provide those records to the Attorney General upon request.
5.Invoicing and Payment