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2009/02/05 Docu-trust FY09/10 Record Storage a j f Docu•Trust 378 E.Orange Show Road San Bernardino,Ca 92408 Phone: 5Doc --M ST Fax: (909)890.4029 STORAGE AND SERVICE AGREEMENT EFFECTIVE DATE: J / Docu•Trust (herein called"DOCU-TRUST")hereby agrees to accept storage and provide related services via its Record Center facility located at 378 E.Orange Show Road,California, 92408,such records and stored materials as City of Menifee (herein called'CLIENT')requests,subject to all terms and conditions herein. CLIENT agrees to pay DOCU-TRUST for its services according to DOCU-TRUSTS current rate schedule,or any revisions thereto.The schedule of rates attached hereto as Schedule A is incorporated herein and made a part hereof. All record material from time to time deposited by CLIENT with DOCU-TRUST pursuant to this Agreement is herein called the"Stored Materials." Unless modified by specific provisions set forth in Schedule A,the following terms and conditions shall apply to this Agreement. 1. STORED MATERIAL From and after the effective date for a period of 1 year,DOCU-TRUST shall store and service the stored record materials. CLIENT and DOCU-TRUST may modify or add to the record materials included in the Schedule of Stored Materials by written agreement. Such additional materials shall,unless otherwise indicated in writing,be deemed to be held under the same terms and conditions as the Stored Materials. 2.ACCEPTANCE Not Applicable. &RATES CLIENT agrees to pay DOCU-TRUST for its services according to DOCU-TRUSTS then current Schedule of Rates and any revisions thereto. Monthly rates shall be due in advance. Rates may be changed upon thirty(30)days notice to CLIENT:provided,however,rates may not be changed from the current rate for a period of one year from the date of this Agreement For Stored Materials received during a month or stored for a portion of a month.charges will be assessed on the basis of Pro-Rate according to the Schedule of Rates. Additional charges,if any.shall be paid simultaneously with the monthly rates.CLIENT shall pay all applicable sales taxes,if any. CLIENT shall pay any amounts hereunder within Thirty(30)days after such payment is due,to help defray the additional cost to DOCU-TRUST for processing such late payments. 4.ACCESS TO STORED MATERIALS a. For purposes of this Agreement,'Authorized Representative"of client shall be limited to those individuals disclosed on the list of authorized representatives to be provided,maintained,and updated by CLIENT to DOCU-TRUST. Stored Materials and information contained in said Stored Materials shall be delivered to CLIENTS Delivery Address set forth in this Agreement or to CLIENT's Authorized Representative. CLIENT represents that the Authorized Representative has full authority to order any service for or removal of the Stored Materials,and to deliver and receive such. Such order may be given in person,by telephone,or in writing. b. When Stored Materials are ordered out,a reasonable time shall be given to DOCU-TRUST to carry out said instructions,and if it is unable to do so(or to provide any other service herein contemplated)because of acts of God or public enemy,seizure or legal process,strikes,lockouts,riots and civil commotions,or other reason beyond DOCU-TRUST's control,or because of loss or destruction of goods for which DOCU-TRUST is not liable,or because of any other excuse provided by law,DOCU- TRUST shall not be liable for failure to carry out such instructions or services. C. DOCU-TRUST reserves the right to deny access to or delivery of the Stored Materials until such time as CLIENT has cured any default under this Agreement d. Authorized Representatives of CLIENT shall have the right at reasonable times and upon reasonable notice to examine the media and/or records and compilations of data of DOCU-TRUST,which pertain to the performance of the provisions of the Agreement 5.LIMITATION OF LIABILITY 5.1. DOCU-TRUSTs liability,if any,for loss,damage,or destruction to part or all of the record material stored hereunder shall be limited to$2.00 per carton,container,tape or disk pack(hereinafter"Assumed Value"). Excess valuation needs lobe decalred. 5.2. COMPANY'S LIABILITY,IF ANY,FOR LOSS,DAMAGE,OR DESTRUCTION TO THE STORED MATERIALS SHALL BE LIMITED TO THE ASSUMED VALUE,UNLESS AN EXCESS VALUATION IS DECLARED,IN WHICH CASE COMPANY'S LIABILITY SHALL BE LIMITED TO SUCH EXCESS VALUATION. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES;SUCH LIMITATION OF LIABILITY SHALL APPLY IRRESPECTIVE OF THE CAUSE OF LOSS,DAMAGE OR DESTRUCTION OF THE STORED MATERIALS. 5.3. Stored Materials are not insured by DOCU-TRUST against loss or injury however caused. CLIENT and DOCU-TRUST hereby mutually release each other from liability and waive all right of recovery against each other for any loss from perils insured against under their respective fire or liability insurance contracts,whether due to negligence or any other cause,provided that this release and wavier shall be inapplicable if it would have the effect,but only to the extent it would have the effect,of invalidating any insurance coverage of DOCU-TRUST or CLIENT. 5.4. CLIENT understands and acknowledges that normal deterioration and aging of all record media occurs with time. 5.5. Claims by CLIENT for loss,damage,or destruction must be presented in writing to DOCU-TRUST within a reasonable time and in no event longer than sixty(60)days after DOCU-TRUST notifies CLIENT that loss,damage or destruction to part or all of the Stored Materials has occurred. 5.6. No action or suit may be maintained by CLIENT or others against DOCU-TRUST for loss,damage or destruction of the Stored Materials by DOCU-TRUST pursuant to this Agreement,unless timely written claim has been given as provided in Section 5.5 of this Agreement,and unless such action or suit is commenced either within nine(9) months after date of delivery or return by DOCU-TRUST of Stored Materials to CLIENT,or within nine(9)months after CLIENT is notified in writing that loss,damage or destruction to part or all of said Stored Materials has occurred,whichever is shorter. 6.TERM Unless sooner terminated as provided herein,the term of this Agreement shall continue for 1 year and so long thereafter until the Authorized Representative gives DOCU- TRUST reasonable advance written notice of a termination date(at least thirty days)and an address for delivery of the Stored Materials,the Agreement and all of its schedules,attachments and addenda will automatically renew for an addition successive term equal to the term of the agreement CLIENT acknowledges that DOCU- TRUST must reserve space for storage of its deposits in its buildings. All fees associated with the cancelation of this agreement including storage must be paid in advance. Contracted sixty day notice of cancelation will begin at time of receipt of payment in full. 7.DEFAULT 71 The occurrence of any one or more of the following events shall constitute a default("Events of Default"): a. Failure to pay any sum due hereunder within thirty(30)days of when due;or b. Breach of any provisions of this Agreement;or C. CLIENT becomes insolvent or files,or has filed against it,any proceeding in federal or state court seeking debtor relief. 7.2 Upon the occurrence of any of the Events of Default,DOCU-TRUST,at its sole option,may exercise any or all of the following remedies without terminating the Agreement: a. Demand in writing that CLIENT pick up the Stored Materials,and if CLIENT fails to pick up the Stored Materials within thirty(30)days after the demand,DOCU- TRUST may destroy the Stored Materials. (In this regard,CLIENT recognizes that,since the Stored Materials have little or no market value,that sale of the materials would be impossible,and destruction is the only way for DOCU-TRUST to mitigate its damage.);or b. Deliver the Stored Materials to the Delivery Address,or if none specified,to CLIENT Address. C. If this Agreement shall not have been terminated,CLIENT shall continue to pay all sums due under this Agreement up to and including the date of delivery of the Stored Material as provided in(b)above. d. Terminate this Agreement,whereupon DOCU-TRUST,shall recover all damages suffered by reason of such termination. In the event DOCU-TRUST takes any action pursuant to this Section,it shall have no liability to CLIENT or anyone claiming through CLIENT. The exercise by DOCU-TRUST of any one or more of the remedies provided in this Agreement shall not prevent the subsequent exercise by DOCU-TRUST of any one or more of the other remedies herein provided. All remedies provided for in this Agreement are cumulative and may,at the election of DOCU-TRUST,be exercised alternatively,successively or in any other manner and are in addition to any of the rights provided by law. DOCU-TRUST shall be entitled to include all reasonable attomeys'fees and costs incurred in connection with the enforcement of this Agreement 8.DESTRUCTION OF RECORDS Upon written instruction from CLIENT or Authorized Representative,DOCU-TRUST may destroy Stored Materials,and the charges for such destruction shall be assessed according to the Schedule of Rates. CLIENT releases DOCU-TRUST from all liability by reason of the destruction of such Stored Materials pursuant to such authority. 9.TITLE WARRANTY CLIENT warrants that it is the owner or legal custodian of the Stored Materials and has full authority to store said record material in accordance with the terms of this Agreement 10.INDEMNIFICATION Unless caused by the negligence of DOCU-TRUST,CLIENT agrees to fully indemnify and hold harmless DOCU-TRUST,its officers,employees and agents for any liability, cost or expense,including reasonable attomeys'fees,that DOCU-TRUST may suffer or incur as a result of claims,demands,costs or judgments against it arising out of its relations with CLIENT or third parties pursuant to this Agreement Except for that caused by CLIENTS negligence,Docu-Trust agrees to fully indemnify and hold harmless the CLIENT,its officers,employees and agents,for any liability,cost or expense,including reasonable attorneys fees,arising or alleged to arise for Docu-Trust's performance or failure to perform hereunder. 11.RULES a. CLIENT agrees to comply with the Standard Storage Operating Procedures from time to time promulgated by DOCU-TRUST. b. CLIENT shall not,at any time,store with DOCU-TRUST,any narcotics,materials considered to be highly flammable,explosive,toxic,radioactive,organic material which may attract vermin or insects,or any other materials which are otherwise illegal,dangerous and unsafe to store or handle in an enclosed area. DOCU-TRUST reserves the right to open and inspect any record materials tendered from storage and refuse acceptance of any record materials which fail to comply with DOCU-TRUST's storage restrictions and guidelines. 12.CONFIDENTIALITY DOCU-TRUST and its employees shall hold confidential information obtained by it with respect to the Stored Materials. DOCU-TRUST shall exercise that degree of care in safeguarding Deposits entrusted to it by CLIENT which a reasonable and careful DOCU-TRUST would exercise with respect to similar records of its own;provided,however, that liability of DOCU-TRUST to CLIENT shall be limited as set forth in this Agreement. 13.LEGAL EXPENSES In the event either party defaults in the performance of any of its obligations contained in this Agreement,and the other party places the enforcement of this Agreement,or any part thereof,or the collection of any amounts due or to become due hereunder in the hands of any attorney,the defaulting party shall pay all costs incurred by the other party at and in preparation for arbitration,trial,appeal,review,and proceedings in bankruptcy court,including,but not limited to,such reasonable attorneys'fees. 14.ARBITRATION Notwithstanding any provision in this Agreement to the contrary,all disputes between the parties may be resolved by mandatory and binding arbitration administered by the American Arbitration Association(the'AAA")in accordance with the Commercial Arbitration Rules of the AAA. To the extent that any inconsistency exists between this Arbitration Agreement and such statutes and rules,this Arbitration Agreement shall control. Judgment upon the award rendered by the arbitrators may be entered in and enforced by any court having jurisdiction and in accordance with the practice of such court. Any arbitration proceeding shall be conducted in the city where DOCU-TRUSTS storage facility is situated by a panel of three arbitrators each having substantial experience and recognized expertise in the field or fields of the matter(s)in dispute. 15.INTEGRATION This instrument(together with any Attachments,Schedules or Addenda attached and documents incorporated herein)constitutes the entire Agreement between the parties, and supersedes any and all prior agreements,arrangements and understandings,whether oral or written,between the parties. No modification of this Agreement shall be binding unless in writing,attached hereto,and signed by the party against which it is sought to be enforced. No waiver of any right or remedy shall be effective unless in writing and nevertheless,shall not operate as a waiver of any other right or remedy on a future occasion. 18.SEVERABILITY Every provision of this Agreement is intended to be severable. If any term or provision is illegal,invalid or unenforceable,there shall be added automatically as part of this Agreement,a provision as similar in terms as necessary to render such provision legal,valid and enforceable. This Agreement shall be construed in accordance with the laws of the state in which DOCU-TRUST'S storage facility is situated without giving affect to its conflict of law principles. All Attachments,Schedules or Addenda,if any, attached hereto are hereby incorporated by reference and made apart hereof. The tens'Agreement"as used herein shall be deemed to include all such schedules. 17.NOTICE All notices under this Agreement shall be in writing. Unless delivered personally,all notices shall be addressed to the appropriate addresses noted herein,or as otherwise noted in writing in accordance with this provision. Notices shall be deemed to have been received as of the date of posting if mailed in accordance with this Section. 18.MISCELLANEOUS All words and phrases in this Agreement shall be construed to include the singular or plural number,and the masculine,feminine or neuter gender,as the context requires. Nothing in this Agreement shall be deemed or construed to constitute or create a partnership,association,joint venture,or agency between the parties hereto. DOCU"TRUST: CLIENT: Authorized Docu-Trust Representative Signature: Signature Printed Name: Printed Name: Title: Title: IT) 6 V 17 i !- Date of Execution: Date of Execution: V Primary Acc unt Contact �1 , Title: Phone: �.r7 — 7�-- 7 7-7 Email: yKBEIV AdeTT @ L- /Ti Dlr-M IC-W' 4lS Primary Delivery Address: