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2000 - Iron Mountain - Records Management and Service AgreementIRON MOUNTAIN America's largest Records Management Company L's ((o cl RECORDS MANAGEMENT AND SERVICE AGREEMENT Customer Billing Address ((f Different) City of Rosemead Street Address Street or Box No. 8838 east Vallev Blvd. City State Zip + 4 City State Zip + 4 Rosemead CA 91770 Primary Contact and Title Billing Contact Nancy Valderrama . Fax Telephone Fax 818 288-6671 EIephone Number Facility 6352 Los Angeles Area (Seminole) Iron Mountain (the "Company") hereby agrees to accept for storage and to service under its management system at Iron Mountain facilities such records material (deposits) as Customer requests. Customer agrees to pay the Company for storage and services according to the amounts and provisions specified in Schedule A (as amended from time to time); and Customer agrees that all services shall be provided subject to the terms and conditions below and on the reverse hereof. VALUE of DEPOs1Ts. Customer declares that the value of the deposits is $1.00 per carton, linear foot of open shelf files, container, disk pack or other deposit item. Customer acknowledges that it has declined to declare an excess valuation, for which an excess valuation fee would have been charged.. LamATioN of LIABILITY. The Company'sliiabr7ity, if any, for loss of or damage to part or all of the deposits shall be limited to $1.00 per carton, linear foot of open shelf files, container, Customer Name Signature Title Date disk pack or other deposit item. CONTRACT EFFECTIVE DATE IRON MOUNTAM Name John Burton Signature Title Vice President Date July 30, 1997 WHITE - IRON MOUNTAIN CORPORATE CANARY . CUSTOMER COPY PINK • IRON MOUNTAIN DISTRICT PRISM ncessml R.raM1 f Mbmnim fm?nuarynna ImwrlyA(iC IRON MOUNTAIN STANDARD TERMS. AN•CONDITIONS J (Based upon Temps and Condidrirµ Approved and promulgated byi the Association of Corismercial Records Centers, Itw_ March 1986) -The following terms and conditions sha0 apply to 4his Agreement: r I Storage and Service Charges -All charges her storage and service under this Agreement shall be as specified in Schi dute A. attached heroic. Such charges shall remain fixed for the term of this Agreement (excluding renewals) unless otherwise provided in Schedule A. Term -The xnn or this Agreement sltalf commence ortthe date orcusioniace signature dr, if later, the Effective fate s t forth int Schedule A. Unless otherwise provided in Schedule A, the tern will conunue foeond year, with automatic rencwalsfur additional successive one-yearrs� terms.unless.wrdlen notice of non -renewal is delivered by either party la the other not less than thirty days prior to the expiration dale. During the term Customer wilj store with the Company not less than 80°6 of the initial transfer balance set the stored materials, net of destructions undertaken in the norma( course of business. TIFF 3 Access: Procedures: Force Majeure A. Deposited manrial a.:d infortnatinn contained in said material may he delivered pursuant to direction of Customer's agemjs) identified in the company's standard authorization tnms..AnthoriID granted many person on the Company's standard authoriralion forms shall constitute Customer's representation,lhm the identified persons have full authority to order am service for or removal -of C'ustomer's material, and to deliver and receive such materialSuch orders spay be given in parson, by telephone or in wrong, B Cusloiner sliull romply with thF company'frexsonable operational requiremcnrsr as mod if sed from time To time, reg rding containers, delivery volumes, security, access and similar matters. Customer acknowledges That extraordinary volume bi service request including permanent removals, may require the Company m incur additional cost, which Customer will pay at the Company's overtime rates, provided that the e'otnpany shall have advised the Customer in advance. C The Company stroll not be liable for delay or inability to perform caused by acts of God, governmental actions, labor unrest, unusual traffic delays or other causes beyond its control. D. The Company may eouiply with'any subpoena or similar older related to lhestered'materials, provided that the Cotitp>,any notifies Customer promptly upon receipt thereof, unless such notice is prohibited by lay. Container shall pay Company's service charges for such compliance. 4 Liability it Limitation of Damages - - A. The Company shall not be liable for any lust of or damage to stored marmot. however caused, unless such loss or damage resulted from the failure by the Company to exercise each care in regard thereto as a masoaabty careful person would exercise under like circumstances; the Company is not liable for loss or damage which could per have been avoiJed by the exercise of such care - B Deposited materials are not insured by de Company against loss or damage, however caused. Customer may insure deposits through third -party insurers for any amount, including amounts in excess of the limitation of liability. - CIn no event shall the Company be liable for any consequential or accidental damages. i Notice of Claim and Filing of Suit A. Claim ON Ctutomer must be presented in writing to the Company within a reasonable time, unit in no event longer Ilion 60 days ager delivery or return of the stored material to Customer or 60 days after Customer is notified by the Company that loss, damage or destruction to pmt or all of the stored material has hectored. whichever ume is shorter B. No actin; may mginuained by Customer or Whirs against the Company, for loss, damage or destruction of stored material, unless timely written claim has been given as provided in Paragraph.(A)-of this section, and unless such action is eotnntencod either within nine months afte i (i) the date of delivery or return by the Company a iii) die date Customer is notified That lass, damage or destruction TO pan or all of stored material has occurred, %Vch,ever time is shorter. C Whop stored matenal has been lost, damaged or destroyed and has not been delivered or returned to Customer, notice thereof may be given by mailing a certified letter to Qtalmner. In the event ;mice of crisis, damage or destrodion is given by certified letter, the time limitation for presentation of a claim and eommencemeo of action or suit begins on the data of mailing of such notice by the Company. 6 Payment -:f Customer fails to pay the charges of the Company for a period of Thirty days, the Company may, after givilg ten days notice by certified mail, at its option (a) redeliver Thu stored material to Customer a, its address herein, or (b) refuse sectors to stored material. Cenozoic shall be liable for the late charges at the rate or 15% per annum, compounded monthly. and all expenses incurred in collecting charges which we in arrows, including reasonable attorneys' fees. The Company may at any time require payment by certified check prior to delivery of shred materials. The Company shall have, and may exercise, all rights granted to warehousemen by the Uniform Commercial Code us adopted in the state whore the deposits are slated, and the Company shall have such other rights and remedies az may be provided by law If Customer is in arrears on fees for a period of six months or longer, the Company inay ' destroy the deposited materialsiten days after written notice addressed to Customer's most recent address in the Company's records. In The event the Company Takes any action; pursuant TO this $eclier it shall have no liabilie: m Customer or amen claiming by of through Customer. Nothing herein shall preclude the Company from pursuing other remedies authoriaeEd by statute or otherwise. 7. Dam action of Records -Customer releases the Company from all Liability by reason of the destruction of stored material pursuant m Customer's direction 8. Notices -Any notice made pursuant to !his .Agreement may be given or made in writing at flu addresses sit out on Tho from side hereof until written nonce ora cliange of address has been received. 9. Ownership Warranty- Customer warrants that it is the owner of legal custodian of the stored material and has PoII ani horny to sire said material and direct its dispositior, in accordance with the terns of this Agreement. Po Indemnification- Customer agrees to fully idcmnify and hold harmless the Company and its employees and agents par any liability, cost or expense (including litigation expenses and reasonable attorneys' fees) arising out of the Company's possession of Customer's stored materiels, Customer's breach.of any terms Of provisions of this Agneramn, hr, the Company',, relations with Customer or third paries pursuant to this Agrccmen4 unless eaused'solclv'bs• the negligence or willful misconduct of _ ilia Company v it No IlazarJous Substances or Conditions- Customer shall not, at any time, store with the Company materiahconsideiedv m be highly Bammablq explosive, toxic or otherwise dangerous or unsafe to store or handle, or any material which is regulated under any federal or smte law or regulation relating to the'anviront rent or hazardous mstenali. All Cusmmers premises where the. Company's employees perform services or make iMiveries-hereunder shall be free or all•hwvrtlous substances and any other hazardous or dangerous conditions. I'- Modification; Assignment -This Agreement binds the heirs, executors, successors and assigns of the respective parties and cannorbe chongcU oralh.. This Agreement may not be assigned by either party (other thanto an atfllime which shall assume the obligations of its assii or. by svrittea instrument) without the wriuen consent of the other, which shall not be amens a ably withhold or delayed. ._ 13. Definitions A Reference to the Company shall mean Iron Mountain Records Management, Inc. - B. Reference to "scored depuiis" or "deposited material" shall include all documents, records or other material stored ' the Company for Customer. AII such deposited material delivered by Customer to the Company for storage during the tern of this Agreement shall be subject to the terms and conditions hercof. Copyright@ 1994, Iron Mountain