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96-072 Iron Mountain Contract 1996 and CAO 2015AFir g .1 10 AL IRON MOUNTAIN Americas Largest Records Management Company f} ar "M DEC 0 �3 1998 WOhmai. sc.AUQUARTERS IRON '1 l l % ` 4 . 1 1.'A r rl I MtN I KECORDS IVIANA G. M NT A SERVICE AGREEMENT Customer F� Billing Address (If Different) City of Cilnertinn Streit Address Street or Box No. 10300 Torre Avenue City w State Zip+ 4 City State Zip + 4 . Cupertino I CA g .1 10 AL IRON MOUNTAIN Americas Largest Records Management Company f} ar "M DEC 0 �3 1998 WOhmai. sc.AUQUARTERS IRON '1 l l % ` 4 . 1 1.'A r rl I MtN I KECORDS IVIANA G. M NT A SERVICE AGREEMENT Customer F� Billing Address (If Different) City of Cilnertinn Streit Address Street or Box No. 10300 Torre Avenue City State Zip+ 4 City State Zip + 4 . Cupertino I CA 1_95014-325,1, Primary Contact and Title 'Billing Contact limberly Smith Telephone Fax Telephone Fax (408) 777 -3217 ( 777 -3366 Customer Number Facility 217110 Iron Mountain Facility 0 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. ` VALVE of DEPOSITS. Customer declares that the value of the deposits is $1.00 per carton, linear foot of open shelf files, container, disk sack or other deposit item. Customer n a w acknowledges that it has declined to declare an e xcess valuation, for which an excess valuation fee would have been charged. LIMITATION OF LIABILITY. The C all of the deposits shall be limited disk pack or ocher deposit item. ompany's liability, if any, for loss to $1.44 per carton, linear foot of customer City Qf __Q :t # . Name Kimberly Smith Signature Title City Clerk Date �� / � �9q(v WHITE —IRON MOUNTAIN CORPORATE CANARY—CUSTOMER PINK—IRON MOUNTAIN DISTRICT IRON MOUNTAIN Name 4 Signature Title Date M] of or damage to part or open shelf files, container, ACRC Member of Association of Commercial Fo rd Centers, Inc. NIMDON MCLIVIUN S-TANDARD TERMS AND (IONDITIONS (Based upon Terms and Conditions Approved- and:i romulgated by the Association of Commercial records Centers, Inc., March 1986) The following terns and conditions shall apply to this Agreement. d. ' 1. Storage and Service Charges—All char for storage and s r� i *u r this regime ��. 11 b as specified in Schedule Al attached hereto. Such charges shall g remain fixed for the term of this Agreement (excluding renewals) unless otherwise provided in Schedule A. 2. Term—The terra of Agreement shall commence on the date f Customer's signature or, ifl ter, the Effective Date get forth on Schedule A. unless otherwise provided in Schedule A, the term will continue for one year, with aultomatic renewals for additional successive one-year terms, unless written notice ofrnon- renewal is delivered by either party to the other not less than thirty days ri r t the a iration date. Darin the term Customer wi rn ll store with the Co pa not less than % of the initial transfer balance f stored material , net o destructions undertaken in tb normal courw of business. 3. Access; Proceduresp Force Majeure - A. Deposited material and information contained in said material may be delivered pursuant to directiorn of Custorrner's agents) idetnti fied n the omparny's standard authorization roans. Authority granted to any person on the Comp any 7s' t ridard uwth ri i n' f rm shall constitute Customer #s representation that the identified persons have full authorit to order any service for or removal o Customer #s material -, and to -d liveir nd•rec ive such material. Such orders may be given in person, by telephone or in writing. . B. Customer shall comply with the Company's reasonable operational requirements, as modified from time to time, regarding containers, delivery volumes, security, access and similar matters. Customer acknowledges that extraordinary volume or schedule requests may require the Company to incur additional costs, which Customer will pay at the Company "s overtime rates, provided that the Company shall have advised Customer thereof in advance. C. The Company shall not he 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 comply with any subpoena or similar order related to the stored materials, provided that the Company notifies Customer promptly upon receipt thereof, unless such notice is prohibited by law. Customer shall pay Company's service charges for such compliance. 4. Liability & Limitation of Damages M A. The Company shall not be liable for any loss of or damage to shred material, however caused, unless such loss or damage resulted from the failure by the Company to exercise such care in regard thereto as a reasonably careful person would exercise under life circumstances; the Company is not liable for loss or damage which could not have been avoided by the exercise of such care. B. Deposited materials are not insured by the 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, C. In no event shall the Company be liable For any consequential or incidental damages. 5. Notice of Claim and Filing of Suit A. Claims by Customer must be presented in writing to the Company within a reasonable time, and in no event longer than 60 days alter delivery or return of the stored m to al to Customer- or 60 days after Customer is notified by the Company that loss, damage or destruction to part or all of the stored material has occurred, whichever time is shorter. , B. No action may be maintained by Customer or others 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 commenced within Trine months after i the date of delivery or return by the Company or ii the date Customer is notified that loss, dainage or destruction to part or all of the stored material has occurred, whichever time is shover. C. when stored material has been lost, damaged or destroyed and has not been delivered or returned to Customer, notice thereof may be given by ma' ilin g a cev' fied letter to Cu5tomer. In the event notice of loss, damage or destruction is given by certified letter, the time limitation for presentation of a claim and commencement of action or suit begins on the date of mailing of such notice by the Company. 6. Payment—If Customer fails to pay the charges of the Company r for a period of thirt y days, the Company may, after giving tern days' notice b y certified mail, at its option a redeliver the stored material to Customer at its address herein, orb refuse access to the stored material. Customer shall be liable for late charges at the rate of 15% per annurn, compounded monthly, and all expenses incurred in collecting charges which are in arrears, including reasonable attorneys' fees. The Company may at any time require payment by certified check prior to delivery of stored materials. The Company shall have, and may exercise, all rights ranted to warehousemen b the g y Uniform Commercial Code as adopted in the state where the deposits are stored, and the Company shall have such other rights and remedies as may be provided by law. If Customer is in arrears on fees for a period of six months or longer, the Company may destroy the deposited rrnaterials ten days after written notice addressed to Customer's most recent address in the Company "s records. In the event the Company takes any actions pursuant to this Section, it shall have no liability to Custom r or anyone claiming by or through Customer. Nothing herein shall preclude the Company from pursuing other remedies authorized by statute or otherwise. 7. Destruction of Record � -- Customer releases the Company from all liability by reason of the destruction of stored material pursuant to Customer's direction. 8. Noti es —Any rn tice Triode pursuantto this Agreer ent may be given or made in writing at the addresses set out o n the front side her-eofuntiI written notice of a change of address has been received. i 9. Ownership Warranty — Customer warrants that it is the owner or legal custodian of the stored material and has full authority to store said material and direct its disposition in accordance with the terms of this Agreement. 10. I agrees to indemnify and hold harmless the Company and its employees and agents for any liability, cost or expense (including litigation expenses and reasonable attorneys' fees) arising out of the Company's possession of Customer's stored materials, Customer's breach of any terms or provisions ofthis Agreement, or the Company's relations with Customer or third parties pursuant to this Agreement, unless caused solely by the negligence or willful misconduct ofthe Company. 1 l . No Hazardous Substances or Conditions Cust mer shall riot, at any time, store with the Company Material considered to be highly flammable, explosive, toxic or otherwise dangerous or unsafe to sure or handle, or any material which is regulated under any federal or state lain or regulation relating to the environment or hazardous materials. All Customer premises where the Company's employees perform services or make deli eries-hereunder shalI be free ofalI-ha rdous substances and any other haafdus r d arigerous conditions. 12. Modifleation; Assignment -This Agreement binds the heirs, executors, successors and assigns of the respective: parties and cannot be changed orally. This Agreement may not'be assigned by either party (other than to an affiliate which shall as ui ne the obligations of its assignor by written instrument ) without the wn'ttern + consent of the other, which skull net be unreasonably'withheld or delayed. * *� 13. Definitions A. Reference to the Company small nrrean Iron Mountain Records Management, Inc. B. Reference to 4.9stored deposits" or "deposited mate ria II shall include all documents, records or other mate al stored by the Company for Customer. All such deposited material delivered by Customer to the Company for storage during the term of this Agreement shall be subject to the terms and conditions hereof. Copyright 0 1996, Iron Mountain. Effective 06-01-96. 0 Affiliate /Multi- Location Agreement The site/location identified below agrees to accept the same terms and conditions as outlined in the existing Agreement between Iron Mountain Information Management, LLC ( "Iron Mountain") and CITY OF CUPERTIN4 (the "Customer "), which was made effective on November 1, 1995 (Reference existing customer ID SB253 currently governed by this Agreement) Pricing (Select one of the fallowing options) storage and/or services will be performed by Iron Mountain in accordance with the rates established for the above referenced Customer Agreement. Reference existing Fee Schedule or Rate Table ID: SB253 For Records Management accounts on The Program Startup l Initial Move Rate (if different from master accounfj is: priced as follows: $1.50 per Cubic Foot ❑ Storaje and/or services will be performed by Iran Mountain in accordance with the rates listed in the attached Pricing Schedule (Schedule A), which is dated: New Sitell-ocation or Renegotiati_ng_Account Information ❑ Data Protection 0 Records Management Designated Location City of Cupertino - CityAttomey's office I Company Name Service Address Line 1: 20410 Town Center Lane, Suite 210 Line 2: Cupertino, CA 95014 -3255 Customer Contact: Sara Johnson Contact Phone #: (408) 777 -3403 Contact Email: sara cu ertine.er Service Branch: [click here] Mileage (one way) from IM Service facllity: miles DP15ecure Base RM)SKP lnclude complete 5.6 praclel9ranch # ❑ Check here if more pages will be attached to identify additional sites/locations Customer Company City of Cupertino - City Attorney's office Iron Mountain Information Management:, LLC Name Individual Signing: individual (type or print first & last 1gp� ! � hpn j � � f � I� I Signing: name Mattoefi Wetzel Signature: Signature: _ Title: LO C4 V c CX..S �n � i' - { Title: Customer Relations Advocate Bate: _ Date: V.1.as